FORTIS BENEFITS INSURANCE CO
POS AMI, 1996-04-30
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<PAGE>


         As filed with the Securities and Exchange Commission on April 29, 1996
                                                       Registration No. 33-63799




                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                  Amendment No. 1 to

                                       FORM S-1

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FORTIS BENEFITS INSURANCE COMPANY
               -------------------------------------------------------
                (Exact name of registrant as specified in its charter)


                                      Minnesota
               -------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)


                                           63
                 ---------------------------------------------------
               (Primary Standard Industrial Classification Code Number)


                                      81-0170040
                          ----------------------------------
                         (I.R.S. Employer Identification No.)


                                 500 Bielenberg Drive
                              Woodbury, Minnesota 55125
                                       612-738-5590
            -------------------------------------------------------------
          (Address, including zip code, and telephone number, including area
                  code, of registrant's principal executive offices)


                             Rhonda J. Schwartz, Esquire
                                   P. O. Box 64284
                             Saint Paul, Minnesota 55164
                                      612-738-4499
            -------------------------------------------------------------
          (Name, address including zip code, and telephone number, including
                           area code, of agent for service)

<PAGE>

Approximate Date of Commencement of Proposed Sale to Public:  As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box:
                                        ----
                                       /x /
                                      ----





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

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
Title of each                               Proposed                   Proposed maximum
class of securities          Amount to be   maximum offering           aggregate          Amount of
to be registered             registered     price per unit             offering price     registration fee
- --------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                           <C>             <C>
Interests under flexible              *              *                      [None registered herewith.]
premium deferred
fixed annuity
contracts

</TABLE>
 
- -----------------------
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee.  The amount being registered and the proposed
maximum offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.


<PAGE>

                          FORTIS BENEFITS INSURANCE COMPANY

                                Cross-Reference Sheet
                              Pursuant to Regulation S-K
                                     Item 501(b)


Form S-1 Item Number                        Prospectus Caption
- --------------------                        ------------------

1.  Forepart of the Registration            Cover Page; Table of Contents;
    Statement and Outside Front             Distribution and Servicing
    Cover Page of Prospectus

2.  Inside Front and Back                   Other Information; Reports
    Cover Pages of Prospectus

3.  Summary Information, Risk               Summary of Contract Features or, as
    Factors and Ratio of                    to ratio of earnings to fixed
    Earnings to Fixed Charges               charges, Not Applicable

4.  Use of Proceeds                         The Variable Account; Series Fund;
                                            The Fixed Account

5.  Determination of Offering               Not Applicable
    Price

6.  Dilution                                Not Applicable

7.  Selling Security Holders                None

8.  Plan of Distribution                    Distribution and Servicing

9.  Description of Securities               Cover Page; The Variable Account;
    to be Registered                        Series Fund; The Fixed Account;
                                            Accumulation Period; Charges and
                                            Deductions; General Provisions

10. Interests of Named                      Legal Matters
    Experts and Counsel

11. Information with Respect                Fortis Benefits/Fortis Financial
    to the Registrant                       Group Member; Further Information
                                            About Fortis Benefits; Financial
                                            Statements; Distribution and
                                            Servicing

12. Disclosure of Commission                Not Applicable
    Position on Indemnification
    for Securities Act
    Liabilities


 
<PAGE>
 
FORTIS BENEFITS INSURANCE COMPANY
MAILING ADDRESS:          STREET ADDRESS:                 PHONE: 1-800-800-2638
P.O. BOX 64272            500 BIELENBERG DRIVE                   EXTENSION 3057
ST. PAUL                  WOODBURY
MINNESOTA 55164           MINNESOTA 55125
 
This  Prospectus describes interests under flexible premium deferred combination
variable and  fixed annuity  contracts issued  either  on a  group basis  or  as
individual  contracts by Fortis Benefits  Insurance Company ("Fortis Benefits").
Participation in a group  contract will be  accounted for by  the issuance of  a
certificate  showing your interest under the group contract. Participation in an
individual contract is shown by the issuance of an individual annuity  contract.
The  certificate and the  individual contract are hereafter  both referred to as
the "Certificate". The minimum under a  Certificate is generally $5,000 for  the
initial and $1,000 for each subsequent purchase payment.
 
   
A  Certificate allows you to  accumulate funds on a  tax-deferred basis. You may
elect a guaranteed interest accumulation  option through Fortis Benefits'  Fixed
Account or a variable return accumulation option through Variable Account D (the
"Variable  Account") of Fortis Benefits, or  a combination of these two options.
Under the variable rate accumulation option, you can choose among one or more of
the following investment  portfolios of  Fortis Series Fund,  Inc. (the  "Series
Fund"):  Money  Market Series,  U.S.  Government Securities  Series, Diversified
Income Series, Global Bond Series,  High Yield Series, Asset Allocation  Series,
Global  Asset Allocation Series,  Value Series, Growth &  Income Series, S&P 500
Index Series, Blue Chip Stock Series, Global Growth Series, Growth Stock Series,
International Stock  Series,  and  Aggressive Growth  Series.  The  accompanying
Prospectus  for Fortis Series Fund describes the investment objectives, policies
and risks of each of the Portfolios. Under the guaranteed interest  accumulation
option,  you can choose among ten different guarantee periods, each of which has
its own interest rate.
    
 
The Certificate  provides  several  different  types  of  retirement  and  death
benefits,  including fixed and  variable annuity income  options. Within limits,
you may  make  partial  surrenders  of the  Certificate  Value  or  may  totally
surrender the Certificate for its Cash Surrender Value.
 
You  have the  right to  examine a Certificate  for ten  days from  the time you
receive the Certificate and return it for a refund of all purchase payments that
have been made, without  interest or appreciation  or depreciation. However,  in
certain  states where permitted by state law the refund will be in the amount of
the then current Certificate Value.
 
This Prospectus gives prospective  investors information about the  Certificates
that they should know before investing. This Prospectus must be accompanied by a
current  Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be read
carefully and kept for future reference.
 
   
A Statement of Additional Information, dated May 1, 1996, about certain  aspects
of  the Certificates has been filed  with the Securities and Exchange Commission
and is available without charge, from  Fortis Benefits at the address and  phone
number  printed above.  The Table  of Contents  for the  Statement of Additional
Information appears on page 24 of this Prospectus.
    
 
THESE POLICIES ARE NOT OBLIGATIONS OF,  OR GUARANTEED OR ENDORSED BY, ANY  BANK,
CREDIT  UNION,  BROKER-DEALER  OR  OTHER  FINANCIAL  INSTITUTION.  THEY  ARE NOT
FEDERALLY INSURED  BY THE  FEDERAL DEPOSIT  INSURANCE CORPORATION,  THE  FEDERAL
RESERVE  BOARD, OR ANY OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FORTIS
MASTERS
VARIABLE
ANNUITY
 
Certificates Under Flexible
Premium Deferred
 
Combination Variable and
Fixed Annuity Contracts
<PAGE>
   
PROSPECTUS DATED
May 1, 1996
    
 
[FORTIS LOGO]
 
   
95961 (Ed. 5/96)
    
<PAGE>
TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                        <C>
Special Terms Used in this Prospectus....................................................................          3
Information Concerning Fees and Charges..................................................................          4
Summary of Certificate Features..........................................................................          6
    - Fortis Benefits/Fortis Financial Group Member......................................................          8
    - The Variable Account...............................................................................          8
    - Series Fund........................................................................................          8
The Fixed Account........................................................................................          8
    - Guaranteed Interest Rates/Guarantee Periods........................................................          8
    - Market Value Adjustment............................................................................          9
    - Investments by Fortis Benefits.....................................................................          9
Accumulation Period......................................................................................         10
    - Issuance of a Certificate and Purchase Payments....................................................         10
    - Certificate Value..................................................................................         10
    - Allocation of Purchase Payments and Certificate Value..............................................         10
    - Total and Partial Surrenders.......................................................................         11
    - Benefit Payable on Death of Annuitant or Participant...............................................         11
The Annuity Period.......................................................................................         12
    - Annuity Commencement Date..........................................................................         12
    - Commencement of Annuity Payments...................................................................         12
    - Relationship Between Subaccount Investment Performance and Amount of Variable Annuity Payments.....         12
    - Annuity Forms......................................................................................         12
    - Death of Annuitant or Other Payee..................................................................         13
Charges and Deductions...................................................................................         13
    - Premium Taxes......................................................................................         13
    - Charges Against the Variable Account...............................................................         13
    - Tax Charge.........................................................................................         13
    - Surrender Charge...................................................................................         13
    - Miscellaneous......................................................................................         14
    - Reduction of Charges...............................................................................         14
General Provisions.......................................................................................         14
    - The Certificates...................................................................................         14
    - Postponement of Payments...........................................................................         14
    - Misstatement of Age or Sex and Other Errors........................................................         14
    - Assignment.........................................................................................         14
    - Beneficiary........................................................................................         15
    - Reports............................................................................................         15
Rights Reserved By Fortis Benefits.......................................................................         15
Distribution.............................................................................................         15
Federal Tax Matters......................................................................................         16
Further Information about Fortis Benefits................................................................         17
    - General............................................................................................         17
    - Selected Financial Data............................................................................         18
    - Management's Discussion and Analysis of Financial Condition and Results of Operations..............         18
    - Liquidity and Capital Resources....................................................................         19
    - Competition........................................................................................         20
    - Regulation and Reserves............................................................................         20
    - Employees and Facilities...........................................................................         20
    - Directors and Executive Officers...................................................................         21
    - Executive Compensation.............................................................................         22
    - Ownership of Securities............................................................................         23
Voting Privileges........................................................................................         23
Legal Matters............................................................................................         23
Other Information........................................................................................         23
Contents of Statement of Additional Information..........................................................         24
Fortis Benefits Financial Statements.....................................................................         24
Appendix A--Sample Market Value Adjustment Calculations..................................................        A-1
Appendix B--Sample Death Benefit Calculations............................................................        B-1
Appendix C--Explanation of Expense Calculations..........................................................        C-1
</TABLE>
    
 
THE  CERTIFICATES  ARE NOT  AVAILABLE IN  ALL STATES.  THIS PROSPECTUS  DOES NOT
CONSTITUTE AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY  NOT
LAWFULLY  BE  MADE.  FORTIS  BENEFITS  DOES  NOT  AUTHORIZE  ANY  INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS  NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY  SUPPLEMENTS THERETO  OR IN  ANY SUPPLEMENTAL  SALES MATERIAL  AUTHORIZED BY
FORTIS BENEFITS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS
 
<TABLE>
<S>              <C>
ACCUMULATION     The  time  period under  a  Certificate between  the Certificate  Issue  Date and  the Annuity
PERIOD           Commencement Date.
 
ACCUMULATION     A unit of measure used to calculate the Participants' interest in the Variable Account  during
UNIT             the Accumulation Period.
 
ANNUITANT        A  person during  whose life  annuity payments  are to  be made  by Fortis  Benefits under the
                 Certificate.
 
ANNUITY          The date on which the Annuity Period commences.
COMMENCEMENT
DATE
 
ANNUITY PERIOD   The time period following the Accumulation Period,  during which annuity payments are made  by
                 Fortis Benefits.
 
ANNUITY UNIT     A unit of measurement used to calculate variable annuity payments.
 
BENEFICIARY      The person entitled to receive benefits under the terms of the Certificate.
 
CASH SURRENDER   The  amount payable to  the Participant on  surrender of the  Certificate after all applicable
VALUE            adjustments and deduction of all applicable charges.
 
CERTIFICATE      The date on which the Certificate becomes effective as shown on the Certificate Data Page.
ISSUE DATE
 
CERTIFICATE      The sum of the Fixed Account Value and the Variable Account Value.
VALUE
 
FIXED ACCOUNT    The name of the  alternative under which  purchase payments are  allocated to Fortis  Benefits
                 General Account.
 
FIXED ACCOUNT    The amount of your Certificate Value which is in the Fixed Account.
VALUE
 
FIXED ANNUITY    An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
OPTION           that you designate one or more fixed payments.
 
GENERAL ACCOUNT  All  assets of Fortis Benefits other than those  in the Variable Account, and other than those
                 in any other legally segregated separate account established by Fortis Benefits.
 
GUARANTEED       The rate of interest we credit during any Guarantee Period, on an effective annual basis.
INTEREST RATE
 
GUARANTEE        The period for which a Guaranteed Interest Rate is credited.
PERIOD
 
HOME OFFICE      Our office at 500 Bielenberg Drive, Woodbury, Minnesota 55125; 1-800-800-2638, extension 3057;
                 Mailing address: P.O. Box 64272, St. Paul, MN 55164.
 
MARKET VALUE     Positive or negative adjustment in Fixed Account Value that we make if such value is paid  out
ADJUSTMENT       more  than fifteen days before  or after the end  of a Guarantee Period  in which it was being
                 held.
 
NET PURCHASE     The gross  amount  of  a  purchase  payment less  any  applicable  premium  taxes  or  similar
PAYMENT          governmental assessments.
 
NON-QUALIFIED    Certificates  that do not qualify  for the special federal  income tax treatment applicable in
CERTIFICATES     connection with certain retirement plans.
 
PARTICIPANT      The person or company named in the application for a Certificate, who is entitled to  exercise
                 all rights and privileges of ownership under the Certificate during the Accumulation Period.
 
PORTFOLIO        Each  separate investment  portfolio of  Series Fund eligible  for investment  by the Variable
                 Account.
 
QUALIFIED        Certificates that are  qualified for the  special federal income  tax treatment applicable  in
CERTIFICATES     connection with certain retirement plans.
 
SERIES FUND      Fortis  Series Fund, Inc., a diversified, open-end  management investment company in which the
                 Variable Account invests.
 
SEVEN YEAR       The seventh anniversary of a Certificate  Issue Date, and each subsequent seventh  anniversary
ANNIVERSARY      of that date.
 
SUBACCOUNTS      The  several  Subaccounts of  the Variable  Account, each  of  which invests  its assets  in a
                 different Portfolio.
 
VALUATION DATE   All business days except, with respect to any Subaccount, days on which the related  Portfolio
                 does  not value its shares. Generally,  the Portfolios value their shares  on each day the New
                 York Stock Exchange is open.
</TABLE>
 
                                       3
<PAGE>
<TABLE>
<S>              <C>
VALUATION        The period that starts at  the close of regular  trading on the New  York Stock Exchange on  a
PERIOD           Valuation Date and ends at the close of regular trading on the exchange on the next succeeding
                 Valuation Date.
VARIABLE         The  segregated asset account referred  to as Variable Account  D of Fortis Benefits Insurance
ACCOUNT          Company established to receive and invest purchase payments under Certificates.
VARIABLE         The amount of your Certificate Value in the Subaccounts of the Variable Account.
ACCOUNT VALUE
VARIABLE         An annuity option under which Fortis Benefits promises to pay the Annuitant or any other payee
ANNUITY OPTION   chosen by you one or more payments which vary in amount in accordance with the net  investment
                 experience of the Subaccounts selected by the Annuitant.
WRITTEN REQUEST  A written, signed and dated request, in form and substance satisfactory to Fortis Benefits and
                 received at our Home Office.
</TABLE>
 
 INFORMATION CONCERNING FEES AND CHARGES
 
 PARTICIPANT TRANSACTION CHARGES
 
<TABLE>
<S>                                                                        <C>
Front-End Sales Charge Imposed on Purchases..............................   0%
Maximum Surrender Charge for Sales Expenses..............................   7%(1)
</TABLE>
 
<TABLE>
<CAPTION>
                                    SURRENDER CHARGE AS A
    NUMBER OF YEARS SINCE           PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED              PAYMENT
- ------------------------------      ----------------------
<S>                                 <C>
                   Less than 1                 7%
    At least 1 but less than 2                 6%
    At least 2 but less than 3                 5%
    At least 3 but less than 4                 4%
    At least 4 but less than 5                 3%
    At least 5 but less than 6                 2%
    At least 6 but less than 7                 1%
                     7 or more                 0%
</TABLE>
 
<TABLE>
<S>                                                                        <C>
       Other Surrender Fees..............................................   0%
       Exchange Fee......................................................   0%
ANNUAL CERTIFICATE ADMINISTRATION CHARGE.................................  $0
VARIABLE ACCOUNT ANNUAL EXPENSES
 (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
        Mortality and Expense Risk Charge................................  1.25%
        Variable Account Administrative Charge...........................   .10%
                                                                            ---
          Total Variable Account Annual Expenses.........................  1.35%
</TABLE>
 
 --------------------------------
 (1) This  charge does  not apply in  certain cases such  as partial surrenders
     each year of up  to 10% of  "new purchase payments"  as defined under  the
     heading "surrender charge," or payment of a death benefit.
 
 MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT
 Surrenders and other withdrawals from the Fixed Account more than fifteen days
 from  the end of a Guarantee Period  are subject to a Market Value Adjustment.
 The Market Value Adjustment may increase or reduce the Fixed Account Value. It
 is computed  pursuant to  a formula  that is  described in  more detail  under
 "Market Value Adjustment."
 
 SERIES FUND ANNUAL EXPENSES (A)
   
<TABLE>
<CAPTION>
                                  U.S.                                                     GLOBAL
                      MONEY    GOVERNMENT   DIVERSIFIED   GLOBAL    HIGH      ASSET        ASSET               GROWTH &
                      MARKET   SECURITIES     INCOME       BOND    YIELD    ALLOCATION   ALLOCATION   VALUE     INCOME
                      SERIES     SERIES       SERIES      SERIES   SERIES     SERIES       SERIES     SERIES    SERIES
                      ------   ----------   -----------   ------   ------   ----------   ----------   ------   --------
<S>                   <C>      <C>          <C>           <C>      <C>      <C>          <C>          <C>      <C>
Investment Advisory
 and Management
 Fee................   .30%       .46%         .47%        .75%     .50%       .49%         .90%       .70%      .70%
Other Expenses......   .10%       .07%         .08%        .53%     .13%       .06%         .37%       .16%      .11%
Total Series Fund
 Operating
 Expenses...........   .40%       .53%         .55%       1.28%     .63%       .55%        1.27%       .86%      .81%
 
<CAPTION>
                                 BLUE
                      S&P 500    CHIP    GLOBAL   GROWTH                   AGGRESSIVE
                       INDEX    STOCK    GROWTH   STOCK    INTERNATIONAL     GROWTH
                      SERIES    SERIES   SERIES   SERIES   STOCK SERIES      SERIES
                      -------   ------   ------   ------   -------------   ----------
<S>                   <C>       <C>      <C>      <C>      <C>             <C>
Investment Advisory
 and Management
 Fee................    .40%     .85%     .70%     .62%        .85%            .70%
Other Expenses......    .16%     .16%     .10%     .05%        .29%            .11%
Total Series Fund
 Operating
 Expenses...........    .56%    1.01%     .80      .67%       1.14%            .81%
</TABLE>
    
 
 --------------------------------
   
 (a) As a percentage of Series average net assets based on 1995 historical data
     except  that expenses of Blue Chip Stock Series, Value Series, and S&P 500
    
     Index Series are based on an estimate of 1996 expenses.
 
                                       4
<PAGE>
 
 EXAMPLES*
 
 If  you SURRENDER  your Certificate  in full  at the  end of  any of  the time
 periods shown below,  you would  pay the  following cumulative  expenses on  a
 $1,000 investment, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE
PORTFOLIO:                                                           1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                   -----------  -----------  -----------  -----------
<S>                                                                <C>          <C>          <C>          <C>
Money Market Series..............................................   $      81    $      99    $     120    $     203
U.S. Government Securities Series................................          82          103          127          217
Diversified Income Series........................................          82          104          128          219
Global Bond Series...............................................          89          126          165          293
High Yield Series................................................          83          106          132          227
Asset Allocation Series..........................................          82          104          128          219
Global Asset Allocation Series...................................          89          125          164          292
Growth & Income Series...........................................          85          112          141          246
Growth Stock Series..............................................          83          107          134          231
Global Growth Series.............................................          85          111          141          245
Aggressive Growth Series.........................................          85          112          141          246
International Stock Series.......................................          88          122          158          279
S&P 500 Index Series.............................................          82          104          129          220
Blue Chip Stock Series...........................................          87          118          151          266
Value Series.....................................................          85          113          144          251
</TABLE>
    
 
 If  you  COMMENCE  AN  ANNUITY  payment  option,  or  do  NOT  surrender  your
 Certificate or commence an annuity payment option, you would pay the following
 cumulative expenses on  a $1,000 investment,  assuming a 5%  annual return  on
 assets:
 
   
<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE
PORTFOLIO:                                                           1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                   -----------  -----------  -----------  -----------
<S>                                                                <C>          <C>          <C>          <C>
Money Market Series..............................................   $      18    $      54    $      93    $     203
U.S. Government Securities Series................................          19           58          100          217
Diversified Income Series........................................          19           59          101          219
Global Bond Series...............................................          26           81          138          293
High Yield Series................................................          20           61          105          227
Asset Allocation Series..........................................          19           59          101          219
Global Asset Allocation Series...................................          26           80          137          292
Growth & Income Series...........................................          22           67          114          246
Growth Stock Series..............................................          20           62          107          231
Global Growth Series.............................................          22           66          114          245
Aggressive Growth Series.........................................          22           67          114          246
International Stock Series.......................................          25           77          131          279
S&P 500 Index Series.............................................          19           59          102          220
Blue Chip Stock Series...........................................          24           73          124          266
Value Series.....................................................          22           68          117          251
</TABLE>
    
 
 --------------------------
 
 * Does not include the effect of any Market Value Adjustment.
 
 THE  EXAMPLES  SHOULD NOT  BE CONSIDERED  A REPRESENTATION  OF PAST  OR FUTURE
 EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                           --------------------------
 
 The foregoing tables and examples are included to assist you in  understanding
 the  transaction and operating  expenses imposed directly  or indirectly under
 the Certificates and Series Fund. Amounts  for state premium taxes or  similar
 assessments will also be deducted, where applicable.
 
 See  Appendix C for an explanation of the calculation of the amounts set forth
 above.
 
                                       5
<PAGE>
SUMMARY OF CERTIFICATE FEATURES
 
The  following  summary  should  be  read  in  conjunction  with  the   detailed
information  in this  Prospectus. Variations  from the  information appearing in
this Prospectus due to  requirements particular to your  state are described  in
supplements  which are  attached to this  Prospectus, or in  endorsements to the
Certificate as appropriate.
 
The Certificates are  designed to provide  individuals with retirement  benefits
through  the accumulation of Net Purchase Payments on a fixed or variable basis,
and by  the application  of  such accumulations  to  provide fixed  or  variable
annuity payments.
 
"We,"  "our," and "us" mean Fortis  Benefits Insurance Company. "You" and "your"
mean a reader of this Prospectus  who is contemplating making purchase  payments
or taking any other action in connection with a Certificate.
 
PURCHASE PAYMENTS
The initial purchase payment under a Certificate must be at least $5,000 ($2,000
for  a  Certificate  pursuant  to  a  qualified  contract).  Additional purchase
payments under  a  Certificate must  be  at least  $1,000.  See "Issuance  of  a
Certificate and Purchase Payments."
 
On  the Certificate  Issue Date, the  initial purchase payment  is allocated, as
specified by the Participant in the  Certificate application, among one or  more
of  the Subaccounts of the Variable Account, or  to one or more of the Guarantee
Periods in the Fixed Account, or  to a combination thereof. Subsequent  purchase
payments  are allocated  in the  same way,  or pursuant  to different allocation
percentages that the Participant may subsequently request In Writing.
 
VARIABLE ACCOUNT INVESTMENT OPTIONS
Each of  the  Subaccounts  of  the  Variable Account  invests  in  shares  of  a
corresponding  Portfolio  of  Series  Fund. Certificate  Value  in  each  of the
Subaccounts of  the  Variable  Account  will  vary  to  reflect  the  investment
experience  of each of  the corresponding Portfolios, as  well as deductions for
certain charges.
 
   
Each Portfolio has a separate and  distinct investment objective and is  managed
by  Fortis  Advisers, Inc.  or  a subadviser  of  Fortis Advisers,  Inc.  A full
description of the Portfolios and  their investment objectives, policies,  risks
and  expenses can  be found  in the  current Prospectus  for Series  Fund, which
accompanies this Prospectus, and Series Fund Statement of Additional Information
which is available upon request.
    
 
FIXED ACCOUNT INVESTMENT OPTIONS
Any amount allocated by the Participant to the Fixed Account earns a  Guaranteed
Interest  Rate. The level of the Guaranteed  Interest Rate depends on the length
of the Guarantee Period selected by the Participant. We currently make available
ten different Guarantee Periods, ranging from one to ten years.
 
If amounts are transferred, surrendered or otherwise paid out more than  fifteen
days  before or after the end of the applicable Guarantee Period, a Market Value
Adjustment will be applied to increase  or decrease the amount of Fixed  Account
Value  that is paid out. Accordingly, the  Market Value Adjustment can result in
gains or losses to you.
 
   
THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED  IN
THE STATES OF PENNSYLVANIA AND NEVADA.
    
 
For  a more complete discussion of the  Fixed Account investment options and the
Market Value Adjustment, see "The Fixed Account."
 
TRANSFERS
During the Accumulation Period, you can transfer all or part of your Certificate
Value from one Subaccount to another or  into the Fixed Account and, subject  to
any  Market Value  Adjustment, from  one Guarantee Period  to another  or into a
Subaccount. There is  currently no charge  for these transfers.  We reserve  the
right  to restrict the frequency of or otherwise condition, terminate, or impose
charges upon, transfers from a Subaccount during the Accumulation Period. During
the Annuity Period  the person receiving  annuity payments may  make up to  four
transfers  (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For  a  description  of  certain limitations  on  transfer  rights,  see
"Allocations of Purchase Payments and Certificate Value--Transfers."
 
TOTAL OR PARTIAL SURRENDERS
Subject  to certain  conditions, all  or part  of the  Certificate Value  may be
surrendered by the Participant  before the earlier of  the Annuitant's death  or
the Annuity Commencement Date. Amounts surrendered may be subject to a surrender
charge  and,  in addition,  amounts surrendered  from the  Fixed Account  may be
subject to  a  Market Value  Adjustment.  See "Total  and  Partial  Surrenders,"
"Surrender Charge" and "Market Value Adjustment." Particular attention should be
paid  to the tax implications of any surrender, including possible penalties for
premature distributions. See "Federal Tax Matters."
 
ANNUITY PAYMENTS
The Contract provides several types of annuity benefits to Participants or other
persons they properly designate  to receive such  payments, including Fixed  and
Variable  Annuity  Options.  The  Participant  has  considerable  flexibility in
choosing the  Annuity Commencement  Date. However,  the tax  implications of  an
Annuity   Commencement  Date   must  be  carefully   considered,  including  the
possibility of penalties for  commencing benefits either too  soon or too  late.
See  "Annuity Commencement Date,"  "Annuity Forms" and  "Federal Tax Matters" in
this Prospectus and "Taxation Under  Certain Retirement Plans" in the  Statement
of Additional Information.
 
DEATH BENEFIT
In  the  event that  the  Annuitant or  Participant  dies prior  to  the Annuity
Commencement Date, a death benefit is  payable to the Beneficiary. See  "Benefit
Payable on Death of Annuitant or Participant."
 
RIGHT TO EXAMINE THE CONTRACT
The  Participant can cancel a Certificate  by delivering or mailing it, together
with a  Written  Request,  to Fortis  Benefits'  Home  Office or  to  the  sales
representative  through whom it  was purchased, before the  close of business on
the tenth day after receipt of the Certificate. If these items are sent by mail,
properly addressed and postage  prepaid, they will be  deemed to be received  by
Fortis  Benefits on the date postmarked. Fortis  Benefits will refund to you all
purchase payments  that have  been  made, without  interest or  appreciation  or
depreciation. However, in certain states where permitted by state law the refund
will be in the amount of the then current Certificate Value.
 
LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS
Certain  rights you would otherwise  have under a Certificate  may be limited by
the terms  of  any  applicable  employee benefit  plan.  These  limitations  may
restrict  such things as total  and partial surrenders, the  amount or timing of
purchase payments that  may be made,  when annuity payments  must start and  the
type   of  annuity  options  that  may  be  selected.  Accordingly,  you  should
familiarize yourself with these and all other aspects of any retirement plan  in
connection with which a Certificate is issued.
 
The  record  owner of  the  group variable  annuity  contract pursuant  to which
Certificates will be issued  will be a  bank trustee whose  sole function is  to
hold  record  ownership  of  the  contract or  an  employer  (or  the employer's
designee) in connection  with an  employee benefit  plan. In  the latter  cases,
certain  rights that a Participant otherwise  would have under a Certificate may
be reserved instead by the employer.
 
TAX IMPLICATIONS
The tax  implications for  Participants or  any other  persons who  may  receive
payments under a Certificate, and those of any related employee benefit plan can
be quite important. A brief discussion of
 
                                       6
<PAGE>
some  of these  is set out  under "Federal  Tax Matters" in  this Prospectus and
"Taxation Under  Certain  Retirement  Plans"  in  the  Statement  of  Additional
Information,  but such  discussion is  not comprehensive.  Therefore, you should
consider these  matters carefully  and consult  a qualified  tax adviser  before
making  purchase  payments  or taking  any  other  action in  connection  with a
Certificate or any related employee benefit plan. Failure to do so could  result
in serious adverse tax consequences which might otherwise have been avoided.
 
QUESTIONS AND OTHER COMMUNICATIONS
Any  question about  procedures of  the Certificate  should be  directed to your
sales representative, or Fortis Benefits' Home Office: P.O. Box 64272, St. Paul,
Minnesota, 55164: 1-800-800-2638, extension 3057. Purchase payments and  Written
Requests  should be  mailed or  delivered to the  same Home  Office address. All
communications should  include the  Certificate number,  the Participant's  name
and,  if different, the Annuitant's name.  The number for telephone transfers is
1-800-800-2638 (extension 3057).
 
Any purchase  payment  or  other communication,  except  a  10-day  cancellation
notice, is deemed received at Fortis Benefit's Home Office on the actual date of
receipt  there in  proper form  unless received (1)  after the  close of regular
trading on The New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.
 
FINANCIAL AND PERFORMANCE INFORMATION
The information presented below reflects  the Accumulation Unit information  for
subaccounts of the Separate Account through December 31, 1995.
   
<TABLE>
<CAPTION>
                                                U.S. GOV'T    DIVERSIFIED                                      ASSET
                                MONEY MARKET    SECURITIES       INCOME      GLOBAL BOND     HIGH YIELD     ALLOCATION
                                ------------   ------------   ------------   ------------   ------------   -------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
DECEMBER 31, 1995
Accumulation Units in Force...    26,915,975     10,989,914     59,213,865        574,142      2,321,419     148,700,081
Accumulation Unit Value.......     $1.367592     $15.805335      $1.753817     $11.743159     $10.941082       $2.134216
JANUARY 2, 1995*
Accumulation Unit Value.......       --             --             --            $10.0000        --             --
DECEMBER 31, 1994
Accumulation Units in Force...    30,697,754     12,271,738     62,744,615        --           1,216,957     137,642,102
Accumulation Unit Value.......     $1.311084     $13.483809      $1.515603        --           $9.834124       $1.773397
MAY 1, 1994*
Accumulation Unit Value.......       --             --             --             --            $10.0000        --
DECEMBER 31, 1993
Accumulation Units in Force...    21,315,022     15,601,818     56,005,709        --             --          106,834,367
Accumulation Unit Value.......       $1.2789       $14.6095        $1.6211        --             --              $1.7970
DECEMBER 31, 1992
Accumulation Units in Force...    20,674,556      9,505,984     19,353,521        --             --           49,688,937
Accumulation Unit Value.......       $1.2614       $13.5294        $1.4572        --             --              $1.6646
MAY 1, 1992*
Accumulation Unit Value.......       --             --             --             --             --             --
DECEMBER 31, 1991
Accumulation Units in Force...  7,235,168.03   3,595,759.23   6,056,976.03        --             --        17,772,322.83
Accumulation Unit Value.......       $1.2370       $12.9216        $1.3794        --             --              $1.5778
DECEMBER 31, 1990
Accumulation Units in Force...  5,632,146.27     747,992.12   2,352,517.74        --             --         8,249,373.75
Accumulation Unit Value.......       $1.1837       $11.4501        $1.2195        --             --              $1.2529
DECEMBER 31, 1989
Accumulation Units in Force...    754,306.35      70,701.23   1,306,717.80        --             --         2,760,936.67
Accumulation Unit Value.......       $1.1123       $10.7564        $1.1355        --             --              $1.2450
MAY 1, 1989*
Accumulation Unit Value.......       --             10.0000        --             --             --             --
DECEMBER 31, 1988
Accumulation Units in Force...     92,261.56        --          493,007.87        --             --           703,763.76
Accumulation Unit Value.......       $1.0302        --             $1.0247        --             --              $1.0198
MAY 2, 1988*
Accumulation Unit Value.......       $1.0000        --             $1.0000        --             --              $1.0000
 
<CAPTION>
                                GLOBAL ASSET     GROWTH &        GLOBAL                     INTERNATIONAL   AGGRESSIVE
                                 ALLOCATION       INCOME         GROWTH      GROWTH STOCK      STOCK          GROWTH
                                ------------   ------------   ------------   -------------  ------------   ------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
DECEMBER 31, 1995
Accumulation Units in Force...     1,117,596      4,204,164     10,769,830     160,247,280    1,157,064      3,033,587
Accumulation Unit Value.......    $11.590086     $12.904129     $15.754217       $2.587482   $11.271900     $12.461083
JANUARY 2, 1995*
Accumulation Unit Value.......      $10.0000        --             --             --           $10.0000        --
DECEMBER 31, 1994
Accumulation Units in Force...       --           1,489,517     10,055,959     148,657,108      --           1,115,647
Accumulation Unit Value.......       --          $10.083309     $12.236773       $2.054211      --           $9.723523
MAY 1, 1994*
Accumulation Unit Value.......       --            $10.0000        --             --            --            $10.0000
DECEMBER 31, 1993
Accumulation Units in Force...       --             --           5,108,957     118,720,649      --             --
Accumulation Unit Value.......       --             --            $12.7842         $2.1425      --             --
DECEMBER 31, 1992
Accumulation Units in Force...       --             --             698,720      79,582,321      --             --
Accumulation Unit Value.......       --             --            $10.9889         $1.9963      --             --
MAY 1, 1992*
Accumulation Unit Value.......       --             --             10.0000        --            --             --
DECEMBER 31, 1991
Accumulation Units in Force...       --             --             --        42,946,178.33      --             --
Accumulation Unit Value.......       --             --             --              $1.9658      --             --
DECEMBER 31, 1990
Accumulation Units in Force...       --             --             --        14,690,313.64      --             --
Accumulation Unit Value.......       --             --             --              $1.2980      --             --
DECEMBER 31, 1989
Accumulation Units in Force...       --             --             --         3,507,971.91      --             --
Accumulation Unit Value.......       --             --             --              $1.3578      --             --
MAY 1, 1989*
Accumulation Unit Value.......       --             --             --             --            --             --
DECEMBER 31, 1988
Accumulation Units in Force...       --             --             --           684,667.95      --             --
Accumulation Unit Value.......       --             --             --              $1.0083      --             --
MAY 2, 1988*
Accumulation Unit Value.......       --             --             --              $1.0000      --             --
</TABLE>
    
 
- ------------------------------
*   Accumulation  Unit   Value  at   Date  of   initial  registration  statement
effectiveness
 
Audited financial  statements  of  the  Variable Account  are  included  in  the
Statement of Additional Information.
 
Advertising and other sales materials may include yield and total return figures
for  the  Subaccounts  of  the  Variable Account.  These  figures  are  based on
historical results and are not intended to indicate future performance.  "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a  full year and is  shown as a percentage of  the investment. "Total return" is
the total change in value  of an investment in the  Subaccount over a period  of
time specified in the advertisement. The rate of return shown would produce that
change in value over the specified period, if compounded annually. Yield figures
do  not reflect the surrender  charge and yield and  total return figures do not
reflect premium tax charges. This makes the performance shown more favorable.
 
Financial information concerning Fortis Benefits is included in this  Prospectus
under  "Additional  Information  About  Fortis  Benefits"  and  "Fortis Benefits
Financial Statements."
 
                                       7
<PAGE>
FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER
   
Fortis  Benefits Insurance Company, the issuer  of the Certificates, was founded
in 1910. At the end  of 1995, Fortis Benefits  had approximately $86 billion  of
total life insurance in force. Fortis Benefits is a Minnesota corporation and is
qualified  to  sell life  insurance  and annuity  contracts  in the  District of
Columbia and in  all states except  New York. Fortis  Benefits is an  indirectly
wholly-owned subsidiary of Fortis, Inc., which is itself indirectly owned 50% by
Fortis  AMEV  and 50%  by  Fortis AG.  Fortis,  Inc. manages  the  United States
operations for these two companies.
    
 
Fortis Benefits is a  member of the  Fortis Financial Group,  a joint effort  by
Fortis  Benefits,  Fortis  Advisers,  Inc.,  Fortis  Investors,  Inc.,  and Time
Insurance Company, offering financial products through the management, marketing
and servicing of mutual funds, annuities and life insurance.
 
   
Fortis AMEV  is  a  diversified  financial  services  company  headquartered  in
Utrecht,  The Netherlands, where its insurance  operations began in 1847. Fortis
AG is  a  diversified  financial services  company  headquartered  in  Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group  of companies is active in  insurance, banking and financial services, and
real estate development in The Netherlands, Belgium, the United States,  Western
Europe,  and the  Pacific Rim. The  Fortis group of  companies had approximately
$140 billion in assets as of year-end 1995.
    
 
All of  the  guarantees  and  commitments under  the  Certificates  are  general
obligations  of Fortis Benefits, regardless of whether the Certificate Value has
been allocated to the Separate Account or  to the Fixed Account. None of  Fortis
Benefits' affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the Certificates.
 
THE VARIABLE ACCOUNT
 
The  Variable  Account,  which  is a  segregated  investment  account  of Fortis
Benefits, was established as Variable Account  D by Fortis Benefits pursuant  to
the  insurance laws of Minnesota  as of October 14,  1987. Although the Variable
Account is  an  integral  part  of Fortis  Benefits,  the  Variable  Account  is
registered  with the  Securities and  Exchange Commission  as a  unit investment
trust under the Investment Company Act  of 1940. Assets in the Variable  Account
representing  reserves  and liabilities  under  Certificates and  other variable
annuity contracts  issued  by  Fortis  Benefits  will  not  be  chargeable  with
liabilities arising out of any other business of Fortis Benefits.
 
   
There  are  fifteen Subaccounts  in  the Variable  Account.  The assets  in each
Subaccount are invested  exclusively in a  distinct class (or  series) of  stock
issued  by Series Fund, each of which represents a separate investment Portfolio
within Series Fund. Income and both realized and unrealized gains or losses from
the assets of each Subaccount of the Variable Account are credited to or charged
against that Subaccount without regard to income, gains or losses from any other
Subaccount of the Variable Account or arising  out of any other business we  may
conduct. New Subaccounts may be added as new Portfolios are added to Series Fund
and  made  available. Correspondingly,  if  any Portfolios  are  eliminated from
Series Fund, Subaccounts may be eliminated from the Variable Account.
    
 
SERIES FUND
 
   
Series Fund is  a "series"  type of  mutual fund  which is  registered with  the
Securities  and Exchange  Commission under the  Investment Company  Act of 1940.
Series Fund has served as the  investment medium for the Variable Account  since
the  Variable Account commenced  operations. Series Fund  is also the investment
medium for Variable Account  C of Fortis Benefits,  through which variable  life
insurance  policies are issued. Although we  do not foresee any conflict between
the interests of  Participants and  life insurance policy  owners, Series  Fund'
Board  of  Directors  will  monitor  to  identify  any  material  irreconcilable
conflicts which may  develop and  to determine what  action, if  any, should  be
taken  in response. If it becomes necessary  for any separate account to replace
shares of  any Portfolio  with another  investment, the  Portfolio may  have  to
liquidate securities on a disadvantageous basis.
    
 
   
Fortis  Benefits  purchases  and redeems  Series  Fund shares  for  the Variable
Account at  their  net  asset value  without  the  imposition of  any  sales  or
redemption  charges. Such shares  represent interests in  the nine Portfolios of
Series Fund available  for investment  by the Variable  Account. Each  Portfolio
corresponds  to one of  the Subaccounts of  the Variable Account.  The assets of
each Portfolio are  separate from the  others and each  Portfolio operates as  a
separate  investment portfolio whose performance has no effect on the investment
performance of any other Portfolio.
    
 
Any dividend  or capital  gain distributions  attributable to  Certificates  are
automatically reinvested in shares of the Portfolio from which they are received
at  the  Portfolio's  net asset  value  on  the date  paid.  Such  dividends and
distributions will have the effect of reducing the net asset value of each share
of the  corresponding Portfolio  and  increasing, by  an equivalent  value,  the
number  of  shares outstanding  of  the Portfolio.  However,  the value  of your
interest in the corresponding Subaccount will not change as a result of any such
dividends and distributions.
 
The Portfolios of Series Fund available  for investment by the Variable  Account
are  Money Market Series, U.S.  Government Securities Series, Diversified Income
Series, Global Bond Series, High  Yield Series, Asset Allocation Series,  Global
Asset  Allocation Series,  Value Series, Growth  & Income Series,  S&P 500 Index
Series, Blue  Chip Stock  Series,  Growth Stock  Series, Global  Growth  Series,
International  Stock Series, and Aggressive Growth Series. A full description of
the Portfolios, their  investment policies  and restrictions,  the charges,  the
risks  attendant to investing in them, and  other aspects of their operations is
contained in the Prospectus for Series Fund accompanying this Prospectus and  in
the  Statement of  Additional Information for  Series Fund  referred to therein.
Additional  copies  of  these  documents   may  be  obtained  from  your   sales
representative  or from  our Home  Office. The  complete risk  disclosure in the
Prospectus  for  the  Diversified  Income  Series,  High  Yield  Series,   Asset
Allocation  Series, and  Global Asset  Allocation Series  should be  read before
selection of them for investment.
 
THE FIXED ACCOUNT
 
GUARANTEED INTEREST RATES/GUARANTEE PERIODS
Any amount allocated by the Participant to the Fixed Account earns a  Guaranteed
Interest  Rate  commencing with  the date  of  such allocation.  This Guaranteed
Interest Rate continues for a  number of years (not  to exceed ten) selected  by
the  Participant.  At  the  end  of  this  Guarantee  Period,  the Participant's
Certificate Value in that Guarantee Period, including interest accrued  thereon,
will  be allocated to  a new Guarantee  Period of the  same length unless Fortis
Benefits has received a  Written Request from the  Participant to allocate  this
amount  to a  different Guarantee  Period or periods  or to  one or  more of the
Subaccounts. We must receive this Written  Request at least three business  days
prior  to the end  of the Guarantee Period.  The first day  of the new Guarantee
Period (or  other reallocation)  will be  the day  after the  end of  the  prior
Guarantee  Period. We will notify the Participant  at least 45 days and not more
than 75 days prior to the end of any Guarantee Period.
 
We currently make available ten different Guarantee Periods, ranging from one to
ten years. Each Guarantee Period has its own Guaranteed
 
                                       8
<PAGE>
Interest Rate, which  may differ from  those for other  Guarantee Periods.  From
time to time we will, at our discretion, change the Guaranteed Interest Rate for
future  Guarantee Periods of various lengths.  These changes will not affect the
Guaranteed Interest  Rates being  paid on  Guarantee Periods  that have  already
commenced.  Each  allocation or  transfer  of an  amount  to a  Guarantee Period
commences the running  of a new  Guarantee Period with  respect to that  amount,
which  will earn a  Guaranteed Interest Rate that  will continue unchanged until
the end of that period. The Guaranteed Interest Rate will never be less than  an
effective annual rate of 4%.
 
Fortis  Benefits declares  the Guaranteed  Interest Rates  from time  to time as
market  conditions  dictate.  Fortis  Benefits  advises  a  Participant  of  the
Guaranteed  Interest Rate for a  chosen Guarantee Period at  the time a purchase
payment is received, a transfer is effectuated or a Guarantee Period is renewed.
 
Fortis Benefits has no specific formula for establishing the Guaranteed Interest
Rates for  the  Guarantee  Periods. The  rate  may  be influenced  by,  but  not
necessarily  correspond to, interest  rates generally available  on the types of
investments acquired  with  amounts  allocated  to  the  Guarantee  Period.  See
"Investments  by  Fortis Benefits."  Fortis  Benefits in  determining Guaranteed
Interest Rates,  may also  consider,  among other  factors,  the duration  of  a
Guarantee  Period,  regulatory and  tax  requirements, sales  and administrative
expenses borne  by Fortis  Benefits, risks  assumed by  Fortis Benefits,  Fortis
Benefits' profitability objectives, and general economic trends.
 
FORTIS  BENEFITS'  MANAGEMENT MAKES  THE FINAL  DETERMINATION OF  THE GUARANTEED
INTEREST RATES TO  BE DECLARED.  FORTIS BENEFITS  CANNOT PREDICT  OR ASSURE  THE
LEVEL  OF ANY FUTURE GUARANTEED INTEREST RATES  IN EXCESS OF AN EFFECTIVE ANNUAL
RATE OF 4%.
 
   
THE FIXED ACCOUNT INVESTMENT OPTION IS NOT AVAILABLE FOR CERTIFICATES ISSUED  IN
THE STATES OF PENNSYLVANIA AND NEVADA.
    
 
Information  concerning the Guaranteed Interest  Rates applicable to the various
Guarantee Periods at any time may be obtained from our Home Office or from  your
sales representative.
 
MARKET VALUE ADJUSTMENT
If  any Fixed  Account Value is  surrendered, transferred or  otherwise paid out
before the end of the Guarantee Period in which it is being held, a Market Value
Adjustment will  be applied,  EXCEPT that  NO Market  Value Adjustment  will  be
applied  to amounts that are  paid out during the  period beginning fifteen days
before and ending fifteen days after the  end of a Guarantee Period in which  it
was  being held. This  generally includes amounts  that are paid  out as a death
benefit pursuant to the Certificate, amounts  applied to an annuity option,  and
amounts paid as a single sum in lieu of an annuity.
 
The Market Value Adjustment may increase or decrease the amount of Fixed Account
Value  being withdrawn or transferred. The comparison of two Guaranteed Interest
Rates determines whether the Market Value  Adjustment produces an increase or  a
decrease.  The first  rate to  compare is the  Guaranteed Interest  Rate for the
amount being  transferred  or  withdrawn.  The second  rate  is  the  Guaranteed
Interest  Rate then being offered for new Guarantee Periods of the same duration
as that  remaining  in the  Guarantee  Period from  which  the funds  are  being
withdrawn  or transferred.  If the  first rate exceeds  the second  by more than
1/2%, the Market Value Adjustment produces  an increase. If the first rate  does
not  exceed the second by at least  1/2%, the Market Value Adjustment produces a
decrease. Sample calculations are shown in Appendix A.
 
The Market Value Adjustment will be  determined by multiplying the amount  being
withdrawn  or transferred  from the  Guarantee Period  (before deduction  of any
applicable surrender charge) by the following factor:
 
<TABLE>
<C>  <C>         <C>  <C>   <S>
        1 + I         n / 12
      ----------            - 1
 (   1 + J + .005  )
</TABLE>
 
where,
 
    - I  is the  Guaranteed Interest  Rate being  credited to  the amount  being
      withdrawn from the existing Guarantee Period,
 
    -  J is the  Guaranteed Interest Rate  then being offered  for new Guarantee
      Periods with  durations equal  to the  number of  years remaining  in  the
      existing Guarantee Period (rounded up to the next higher number of years),
      and
 
    -  N is  the number  of months  remaining in  the existing  Guarantee Period
      (rounded up to the next higher number of months).
 
INVESTMENTS BY FORTIS BENEFITS
Our obligations  with respect  to the  Fixed Account  are legal  obligations  of
Fortis  Benefits and  are supported  by our  General Account  assets, which also
support obligations incurred by us under other insurance and annuity  contracts.
Investments  purchased  with  amounts allocated  to  the Fixed  Account  are the
property of  Fortis Benefits  and  Participants have  no  legal rights  in  such
investments.  Subject  to  applicable  law, we  have  sole  discretion  over the
investment of  assets in  our General  Account  and in  the Fixed  Account,  and
neither of such accounts is subject to registration under the Investment Company
Act of 1940.
 
Amounts  in the Fortis Benefits'  General Account and the  Fixed Account will be
invested in  compliance with  applicable state  insurance laws  and  regulations
concerning the nature and quality of investments for the General Account. Within
specified  limits and subject  to certain standards  and limitations, these laws
generally  permit  investment  in  federal,  state  and  municipal  obligations,
preferred and common stocks, corporate bonds, real estate mortgages, real estate
and  certain other investments.  See Fortis Benefits'  Financial Statements" for
information on Fortis Benefits'  investments. Investment management for  amounts
in  the General Account and in the  Fixed Account is provided to Fortis Benefits
by Fortis, Inc.
 
Fortis Benefits intends to consider the  return available on the instruments  in
which  it  intends to  invest amounts  allocated  to the  Fixed Account  when it
establishes Guaranteed Interest Rates. Such return  is only one of many  factors
considered  in  establishing  the  Guaranteed  Interest  Rates.  See "Guaranteed
Interest Rates/Guarantee Periods."
 
Fortis Benefits expects that  amounts allocated to  the Fixed Account  generally
will  be invested in debt instruments  that approximately match Fortis Benefits'
liabilities with regard to the  Guarantee Periods. Fortis Benefits expects  that
these  will  include  primarily the  following  types of  debt  instruments: (1)
securities  issued  by  the  United   States  Government  or  its  agencies   or
instrumentalities,  which securities may or may  not be guaranteed by the United
States Government; (2) debt  securities which have an  investment grade, at  the
time  of purchase, within the four  highest grades assigned by Moody's Investors
Services, Inc. ("Moody's") (Aaa,  Aa, A or Baa),  Standard & Poor's  Corporation
("Standard  & Poor's") (AAA, AA,  A or BBB), or  any other nationally recognized
rating service; (3) other debt instruments including, but not limited to, issues
of or guaranteed  by banks  or bank  holding companies  and corporations,  which
obligations  although not rated by  Moody's or Standard &  Poor's, are deemed by
Fortis Benefits to have an investment quality comparable to securities which may
be purchased as stated above; and (4) other evidences of indebtedness secured by
mortgages or deeds of trust representing liens upon real estate. Notwithstanding
the foregoing, Fortis Benefits is not obligated
 
                                       9
<PAGE>
to invest amounts  allocated to the  Fixed Account according  to any  particular
strategy,  except  as may  be required  by applicable  state insurance  laws and
regulations. See "Regulation and Reserves."
 
ACCUMULATION PERIOD
 
ISSUANCE OF A CERTIFICATE AND PURCHASE PAYMENTS
Fortis Benefits reserves the right to  reject any application for a  Certificate
or  any purchase  payment for  any reason.  If the  issuing instructions  can be
accepted in the  form received, the  initial purchase payment  will be  credited
within   two  Valuation  Dates  after  the  later  of  receipt  of  the  issuing
instructions or receipt of the initial purchase payment at Fortis Benefits' Home
Office. If the initial purchase payment cannot be credited within five Valuation
Dates after receipt because the issuing instructions are incomplete, the initial
purchase payment will be returned unless the applicant consents to our retaining
the initial purchase payment  and crediting it  as of the  end of the  Valuation
Period  in which the necessary requirements  are fulfilled. The initial purchase
payment must be at least $5,000 ($2,000  for a Certificate issued pursuant to  a
qualified plan).
 
The  date that the  initial purchase payment  is applied to  the purchase of the
Certificate is also the  Certificate Issue Date. The  Certificate Issue Date  is
the date used to determine Certificate years, regardless of when the Certificate
is delivered. The crediting of investment experience in the Variable Account, or
a  fixed rate of return in the Fixed Account, begins as of the Certificate Issue
Date.
 
The Participant may  make additional  purchase payments  at any  time after  the
Certificate  Issue Date and prior  to the Annuity Commencement  Date, as long as
the  Annuitant  is  living.  Purchase  payments  (together  with  any   required
information  identifying the proper Certificates and account to be credited with
purchase payments) must be transmitted  to our Home Office. Additional  purchase
payments  are credited to the Certificate and  added to the Certificate Value as
of the end of the Valuation Period in which they are received in good order.
 
Each additional purchase payment  under a Certificate must  be at least  $1,000.
The  total of all purchase payments for all Fortis Benefits annuities having the
same owner or  participant, or annuitant,  may not exceed  $1 million (not  more
than  $500,000 allocated  to the Fixed  Account) without  Fortis Benefits' prior
approval, and we reserve the right to modify this limitation at any time.
 
Purchase payments in excess of the initial minimum may be made by monthly  draft
against the bank account of any Participant who has completed and returned to us
a  special "Thrift-O-Matic"  authorization form that  may be  obtained from your
sales representative or from our Home Office. Arrangements can also be made  for
purchase  payments  by  wire transfer,  payroll  deduction,  military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
Fortis Benefits Insurance Company.
 
If the Certificate Value is less than  $1,000, we may cancel the Certificate  on
any  Valuation Date. We will notify the  Participant at least 90 days in advance
of  our  intention  to  cancel  the  Certificate.  Such  cancellation  would  be
considered a full surrender of the Certificate.
 
CERTIFICATE VALUE
Certificate  Value  is  the total  of  any  Variable Account  Value  in  all the
Subaccounts of the Variable Account pursuant to the Certificate, plus any  Fixed
Account Value in all the Guarantee Periods.
 
There is no guaranteed minimum Variable Account Value. To the extent Certificate
Value is allocated to the Variable Account, you bear the entire investment risk.
 
DETERMINATION  OF VARIABLE ACCOUNT VALUE. A Certificate's Variable Account Value
is based on  Accumulation Unit values,  which are determined  on each  Valuation
Date.  The value of an Accumulation Unit  for a Subaccount on any Valuation Date
is equal to the previous value of that Subaccount's Accumulation Unit multiplied
by that Subaccount's net  investment factor (discussed  directly below) for  the
Valuation  Period ending  on that  Valuation Date. At  the end  of any Valuation
Period, a Certificate's Variable Account Value  in a Subaccount is equal to  the
number  of  Accumulation  Units  in  the  Subaccount  times  the  value  of  one
Accumulation Unit for that Subaccount.
 
The number of Accumulation Units in each Subaccount is equal to:
 
    - Accumulation Units purchased at the time that any Net Purchase Payments or
      transferred amounts are allocated to the Subaccount; less
 
    - Accumulation Units redeemed to pay  for the portion of any transfers  from
      or partial surrenders allocated to the Subaccount; less
 
    - Accumulation Units redeemed to pay charges under the Contract.
 
NET  INVESTMENT FACTOR. If a Subaccount's  net investment factor is greater than
one, the  Subaccount's  Accumulation  Unit  value  has  increased.  If  the  net
investment factor is less than one, the Subaccount's Accumulation Unit value has
decreased.  The net investment factor for a Subaccount is determined by dividing
(1) the  net  asset  value  per  share of  the  Portfolio  shares  held  by  the
Subaccount,  determined at the end of the current Valuation Period, plus the per
share amount of any dividend or capital gains distribution made with respect  to
the Portfolio shares held by the Subaccount during the current Valuation Period,
minus  a per  share charge  for the increase,  plus a  per share  credit for the
decrease, in any income taxes assessed which we determine to have resulted  from
the  investment  operation  of  the  subaccount or  any  other  taxes  which are
attributable to this Certificate, by  (2) the net asset  value per share of  the
Portfolio shares held in the Subaccount as determined at the end of the previous
Valuation  Period, and  subtracting from that  result a  factor representing the
mortality risk, expense risk and administrative expense charge.
 
DETERMINATION OF FIXED  ACCOUNT VALUE.  A Certificate's Fixed  Account Value  is
guaranteed  by Fortis Benefits. Therefore,  Fortis Benefits bears the investment
risk with  respect to  amounts allocated  to the  Fixed Account,  except to  the
extent that (a) Fortis Benefits may vary the Guaranteed Interest Rate for future
Guarantee  Periods  (subject to  the 4%  effective annual  minimum) and  (b) the
Market Value Adjustment imposes investment risks on the Participant.
 
The Certificate's Fixed Account Value  on any Valuation Date  is the sum of  its
Fixed  Account Values in each  Guarantee Period on that  date. The Fixed Account
Value in a  Guarantee Period is  equal to  the following amounts,  in each  case
increased by accrued interest at the applicable Guaranteed Interest Rate:
 
    -  The amount of  Net Purchase Payments or  transferred amounts allocated to
      the Guarantee Period; less
 
    - The amount of any transfers or surrenders out of the Guarantee Period.
 
ALLOCATION OF PURCHASE PAYMENTS AND CERTIFICATE VALUE
ALLOCATION OF  PURCHASE PAYMENTS.  In  the application  for a  Certificate,  the
Participant  can allocate  Net Purchase  Payments, or  portions thereof,  to the
available Subaccounts of the Variable Account or to the Guarantee Periods in the
Fixed Account, or a  combination thereof. Percentages must  be in whole  numbers
and  the total allocation must equal 100%. The percentage allocations for future
Net Purchase Payments may be changed, without  charge, at any time by sending  a
Written  Request to Fortis  Benefits' Home Office. Changes  in the allocation of
future Net  Purchase Payments  will be  effective  on the  date we  receive  the
Participant's Written Request.
 
TRANSFERS.  Transfers  of Certificate  Value  from one  available  Subaccount to
another   or    into    the   Fixed    Account,    or   from    one    Guarantee
 
                                       10
<PAGE>
Period  to  another or  to the  Subaccount, can  be made  by the  Participant in
Written Request to  Fortis Benefits' Home  Office, or by  telephone transfer  as
described  below.  There  is  currently no  charge  for  any  transfer, although
transfers from a Guarantee Period that are more than 15 days before or after the
expiration thereof are subject to a  Market Value Adjustment. See "Market  Value
Adjustment."  The minimum transfer from a  Subaccount or Guarantee Period is the
lesser of $1,000 or all of the Certificate Value in the Subaccount or  Guarantee
Period.  Irrespective  of  the above  we  may  permit a  continuing  request for
transfers of  lesser  specified  amounts  automatically  on  a  periodic  basis.
However,  we  reserve  the  right  to restrict  the  frequency  of  or otherwise
condition, terminate or  impose charges (not  to exceed $25  per transfer)  upon
transfers.  We will count all transfers between and among the Subaccounts of the
Variable Account and  the Fixed  Account as one  transfer, if  all the  transfer
requests  are made at the same time as  part of one request. We will execute the
transfers and determine all values in connection with transfers as of the end of
the Valuation Period in which we receive the transfer request. The amount of any
positive or negative Market Value Adjustment, respectively, will be added to  or
deducted from the transferred amount.
 
If  you complete and  return the telephone transfer  section of the application,
transfers may  be  made  pursuant  to  telephone  instructions.  We  will  honor
telephone  transfer  instructions  from  any  person  who  provides  the correct
identifying information. Fortis Benefits  will not be  responsible for, and  you
will  bear  the  risk  of loss  from,  oral  instructions,  including fraudulent
instructions, which  are  reasonably believed  to  be genuine.  We  will  employ
reasonable procedures to confirm that telephone instructions are genuine, but if
such  procedures are not deemed reasonable, we  may be liable for any losses due
to unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide  written
confirmation  of  the  transaction. We  may  modify or  terminate  our telephone
transfer  procedures  at  any  time.  The  number  for  telephone  transfers  is
1-800-800-2638.
 
Certain  restrictions on very substantial investments  in any one Subaccount are
set forth  under "Limitations  on Allocations"  in the  Statement of  Additional
Information.
 
TOTAL AND PARTIAL SURRENDERS
TOTAL  SURRENDERS. The Participant may surrender all of the Cash Surrender Value
at any  time  during  the  life  of the  Annuitant  and  prior  to  the  Annuity
Commencement  Date by a Written Request sent to Fortis Benefits' Home Office. We
reserve the right to  require that the  Certificate be returned  to us prior  to
making payment, although this will not affect our determination of the amount of
the  Cash Surrender Value. Cash Surrender Value  is the Certificate Value at the
end of  the Valuation  Period during  which the  Written Request  for the  total
surrender is received by Fortis Benefits at its Home Office, less any applicable
surrender  charge and after any Market  Value Adjustment. See "Surrender Charge"
and "Market Value Adjustment."
 
The written consent  of all collateral  assignees and irrevocable  beneficiaries
must  be obtained  prior to  any total  surrender. Surrenders  from the Variable
Account will generally  be paid  within seven  days of  the date  of receipt  by
Fortis  Benefits' Home Office  of the Written  Request. Postponement of payments
may occur, however, in certain circumstances. See "Postponement of Payment."
 
The amount paid upon  total surrender of the  Cash Surrender Value (taking  into
account  any prior partial  surrenders) may be  more or less  than the total Net
Purchase Payments made. After a surrender of the Cash Surrender Value or at  any
time the Certificate Value is zero, all rights of the Participant, Annuitant, or
any other person will terminate.
 
PARTIAL  SURRENDERS.  At any  time prior  to the  Annuity Commencement  Date and
during the lifetime of the Annuitant, the Participant may surrender a portion of
the Fixed Account Value and/or the  Variable Account Value by sending to  Fortis
Benefits'  Home Office a Written Request. We will not accept a partial surrender
request unless the net proceeds payable to you as a result of the request are at
least $1,000. If the  total Certificate Value in  both the Variable Account  and
Fixed  Account would  be less  than $1,000  after the  partial surrender, Fortis
Benefits will surrender the entire Cash Surrender Value under the Certificate.
 
In order for a request to be processed, the Participant must specify from  which
Subaccounts  of the Variable Account or Guarantee Periods of the Fixed Account a
partial surrender should be made.
 
We will surrender Accumulation  Units from the Variable  Account and/ or  dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the  Participant  will be  reduced by  any applicable  surrender charge  and any
negative Market  Value Adjustment,  or increased  by any  positive Market  Value
Adjustment.  The partial surrender will be effective at the end of the Valuation
Period in  which  Fortis  Benefits  receives the  Written  Request  for  partial
surrender  at its Home Office. Payments will generally be made within seven days
of the effective date  of such request, although  certain delays are  permitted.
See "Postponement of Payment."
 
The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature  surrenders. For  a discussion of  this and other  tax implications of
total and partial surrenders,  including withholding requirements, see  "Federal
Tax  Matters." Also, under tax deferred annuity Certificates pursuant to Section
403(b) of  the  Internal Revenue  Code,  no distributions  of  voluntary  salary
reduction  amounts  will be  permitted  prior to  one  of the  following events:
attainment of  age 59  1/2 by  the employee  or the  employee's separation  from
service,  death, disability or hardship. (Hardship distributions will be limited
to the lesser of the  amount of the hardship or  the amount of salary  reduction
contributions, exclusive of earnings thereon.)
 
BENEFIT PAYABLE ON DEATH OF ANNUITANT OR PARTICIPANT
If  the Annuitant or Participant dies prior  to the Annuity Commencement Date, a
death benefit will be paid  to the Beneficiary. If  more than one Annuitant  has
been  named, the death benefit payable upon  the death of an Annuitant will only
be paid upon the death of the last  survivor of the persons so named. The  death
benefit will equal the greater of:
 
    (1) the sum of all Net Purchase Payments made (less all prior surrenders and
        previously-imposed  surrender  charges and  prior negative  Market Value
        Adjustments),
 
    (2) the Certificate Value adjusted by any Market Value Adjustment, as of the
        date used for valuing the death benefit, or
 
    (3) the Certificate Value adjusted by any Market Value Adjustment (less  the
        amount  of any subsequent surrenders  and surrender charges and negative
        Market  Value   Adjustments  in   connection  therewith),   as  of   the
        Certificate's  Seven Year Anniversary  immediately preceding the earlier
        of a) the date of death of either the Participant or Annuitant or b) the
        date either first reaches his or her 75th birthday. (See Appendix B  for
        Sample Death Benefit Calculations).
 
The  value of  the death benefit  is determined as  of the end  of the Valuation
Period in which we receive, at our  Home Office, proof of death and the  written
request  as to  the manner of  payment. Upon  receipt of these  items, the death
benefit generally will be paid  within seven days. Under certain  circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we  do not receive  a Written Request for  a settlement method,  we will pay the
death benefit in a single sum, based on values determined at that time.
 
                                       11
<PAGE>
The Beneficiary  may (a)  receive a  single sum  payment, which  terminates  the
Certificate,  or (b)  select an  annuity option.  If the  Beneficiary selects an
annuity option, he or  she will have  all the rights and  privileges of a  payee
under  the  Certificate.  If  the Beneficiary  desires  an  Annuity  option, the
election should be made  within 60 days  of the date  the death benefit  becomes
payable.  Failure  to  make a  timely  election  can result  in  unfavorable tax
consequences. For further information, see "Federal Tax Matters."
 
We accept any of the  following as proof of death:  a copy of a certified  death
certificate;  a copy of a certified decree  of a court of competent jurisdiction
as to the  finding of  death; or  a written statement  by a  medical doctor  who
attended the deceased at the time of death.
 
If the Participant dies before the Annuitant and before the Annuity Commencement
Date with respect to a Non-Qualified Certificate certain additional requirements
are  mandated  by the  Internal Revenue  Code, which  are discussed  below under
"Federal Tax Matters-- Required  Distributions for Non-Qualified  Certificates."
It is imperative that Written Notice of the death of the Participant be promptly
transmitted  to Fortis Benefits at its Home  Office, so that arrangements can be
made for  distribution  of  the  entire  interest  in  the  Certificate  to  the
Beneficiary  in a manner that satisfies  the Internal Revenue Code requirements.
Failure to satisfy these  requirements may result in  the Certificate not  being
treated as an annuity contract for federal income tax purposes, which could have
adverse tax consequences.
 
THE ANNUITY PERIOD
 
ANNUITY COMMENCEMENT DATE
The Participant may specify an Annuity Commencement Date in the application. The
Annuity  Commencement Date  marks the  beginning of  the period  during which an
Annuitant or other payee designated by the Participant receives annuity payments
under the Certificate. We may not  permit an Annuity Commencement Date which  is
on  or after the  Annuitant's 75th birthday,  and you should  consult your sales
representative in this regard.  The Annuity Commencement Date  must be at  least
two years after the Certificate Issue Date.
 
Depending  on  the type  of retirement  arrangement  involved, amounts  that are
distributed either too soon or  too late may be  subject to penalty taxes  under
the  Internal Revenue Code. See "Federal  Tax Matters." You should consider this
carefully in selecting or changing an Annuity Commencement Date.
 
In order to advance or defer the Annuity Commencement Date, the Participant must
submit a Written Request  during the Annuitant's lifetime.  The request must  be
received  at our Home Office at least  30 days before the then-scheduled Annuity
Commencement Date. The new  Annuity Commencement Date must  also be at least  30
days  after the Written Request is received. There is no right to make any total
or partial surrender during the Annuity Period.
 
COMMENCEMENT OF ANNUITY PAYMENTS
If the Certificate Value at the end  of the Valuation Period which contains  the
Annuity Commencement Date is less than $1,000, we may pay the entire Certificate
Value,  without the imposition of any charges other than the premium tax charge,
if applicable, in a single sum payment to the Annuitant or other payee chosen by
the Participant and cancel the Certificate.
 
Otherwise, Fortis Benefits will apply (1)  the Fixed Account Value to provide  a
Fixed  Annuity Option and  (2) the Variable  Account Value in  any Subaccount to
provide a  Variable  Annuity  Option  using  the  same  Subaccount,  unless  the
Participant  has notified us by Written Request to apply the Fixed Account Value
and Variable Account Value  in different proportions.  Any such Written  Request
must  be received by us at  our Home Office at least  30 days before the Annuity
Commencement Date.
 
Annuity payments under  a Fixed or  Variable Annuity  Option will be  made on  a
monthly  basis to  the Annuitant or  other properly-designated  payee, unless we
agree to a different payment  schedule. If more than one  person is named as  an
Annuitant,  the Contract Owner may  elect to name one of  such persons to be the
sole Annuitant as  of the  Annuity Commencement Date.  We reserve  the right  to
change  the frequency  of any annuity  payment so  that each payment  will be at
least $50  ($20 in  Texas). There  is  no right  to make  any total  or  partial
surrender during the Annuity Period.
 
The  amount of  each annuity  payment will depend  on the  amount of Certificate
Value applied to an annuity option, the form of annuity selected and the age  of
the  Annuitant. Information concerning the  relationship between the Annuitant's
sex and  the  amount of  annuity  payments, including  special  requirements  in
connection  with employee  benefits plans, is  set forth  under "Calculations of
Annuity Payments" in the Statement  of Additional Information. The Statement  of
Additional  Information also contains detailed  information about how the amount
of each annuity payment is computed.
 
The dollar amount of any fixed  annuity payments is specified during the  entire
period  of  annuity payments  according to  the provisions  of the  annuity form
selected. The  dollar amount  of  variable annuity  payments varies  during  the
annuity  period based on changes in Annuity Unit Values for the Subaccounts that
you choose to use in connection with your payments.
 
RELATIONSHIP BETWEEN SUBACCOUNT  INVESTMENT PERFORMANCE AND  AMOUNT OF  VARIABLE
ANNUITY PAYMENTS
If  a Subaccount  on which a  variable annuity  payment is based  has an average
effective net  investment return  higher than  4% per  annum during  the  period
between two such annuity payments, the Annuity Unit Value will increase, and the
second  payment will be  higher than the first.  Conversely, if the Subaccount's
average effective  net investment  return over  the period  between the  annuity
payments  is less than 4%  per annum, the Annuity  Unit Value will decrease, and
the second payment will  be lower than the  first. "Net investment return,"  for
this  purpose, refers to the Subaccount's overall investment performance, net of
the mortality and  expense risk  and administrative expense  charges, which  are
assessed  at a  nominal aggregate  annual rate of  1.35%. We  guarantee that the
amount of each  variable annuity  payment after the  first payment  will not  be
affected by variations in our mortality experience or our expenses.
 
TRANSFERS.  During the Annuity Period, the person receiving annuity payments may
make up to four transfers a  year among Subaccounts. The current procedures  for
and  conditions  on  these  transfers  are the  same  as  described  above under
"Allocation of Purchase  Payments and  Certificate Value--Transfers."  Transfers
from a Fixed Annuity Option are not permitted during the Annuity Period.
 
ANNUITY FORMS
The  Participant may select  an annuity form  or change a  previous selection by
Written Request,  which must  be received  by us  at least  30 days  before  the
Annuity  Commencement  Date.  One  annuity form  may  be  selected,  although as
discussed above, payments under that form may be received on a combination fixed
and variable basis. If  no annuity form  selection is in  effect on the  Annuity
Commencement  Date, in  most cases  we automatically  apply Option  B (described
below), with payments  guaranteed for  10 years.  If the  Certificate is  issued
under  certain retirement plans,  however, federal pension  law may require that
payments be  made  pursuant to  Option  D (described  below),  unless  otherwise
elected. Tax laws and regulations may impose further restrictions to assure that
the  primary purpose of the plan is distribution of the accumulated funds to the
employee.
 
The following options are available for fixed annuity payments and for  variable
annuity payments.
 
                                       12
<PAGE>
OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly   period  during  the  Annuitant's   life,  starting  with  the  Annuity
Commencement Date. No  payments will  be made after  the Annuitant  dies. It  is
possible  for the payee  to receive only  one payment under  this option, if the
Annuitant dies before the second payment is due.
 
OPTION  B,  LIFE  ANNUITY   WITH  PAYMENTS  GUARANTEED  FOR   10  YEARS  TO   20
YEARS.  Payments are made as of the  first Valuation Date of each monthly period
starting on the Annuity Commencement Date. Payments will continue as long as the
Annuitant lives. If  the Annuitant dies  before all of  the guaranteed  payments
have  been made, we will continue installments of the guaranteed payments to the
Beneficiary.
 
OPTION C, JOINT AND  FULL SURVIVOR ANNUITY.  Payments are made  as of the  first
Valuation  Date of  each monthly period  starting with  the Annuity Commencement
Date. Payments  will continue  as long  as  either the  Annuitant or  the  joint
Annuitant  is alive. Payments  will stop when  both the Annuitant  and the joint
Annuitant have died. It is possible for the payee or payees under this option to
receive only one payment,  if both Annuitants die  before the second payment  is
due.
 
OPTION  D, JOINT AND ONE-HALF CONTINGENT  SURVIVOR ANNUITY. Payments are made as
of the first  Valuation Date of  each monthly period  starting with the  Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first,  payments will  continue to  the Annuitant  at the  original full amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is possible  for the  payee or  payees under  this option  to receive  only  one
payment if both Annuitants die before the second payment is due.
 
We  also have other  annuity forms available  and information about  them can be
obtained from your  sales representative or  by calling or  writing to our  Home
Office.
 
DEATH OF ANNUITANT OR OTHER PAYEE
Under  most  annuity forms  offered  by Fortis  Benefits,  the amounts,  if any,
payable on  the  death  of the  Annuitant  during  the Annuity  Period  are  the
continuation  of annuity payments for any  remaining guarantee period or for the
life of any joint Annuitant. In all  such cases, the person entitled to  receive
payments  also  receives any  rights and  privileges under  the annuity  form in
effect.
 
Additional  rules   applicable  to   such  distributions   under   Non-Qualified
Certificates  are described  under "Federal  Tax Matters--Required Distributions
for Non-Qualified Certificates." Though the  rules there described do not  apply
to  Certificates issued in connection with  qualified plans, similar rules apply
to the plans themselves.
 
CHARGES AND DEDUCTIONS
 
PREMIUM TAXES
   
The states of South Dakota and Wyoming impose a premium tax upon the receipt  of
a  purchase payment.  In these  states, and in  any other  state or jurisdiction
where premium  taxes or  similar assessments  are imposed  upon the  receipt  of
purchase  payments,  Fortis  Benefits  will  pay such  taxes  on  behalf  of the
Participant and then  deduct a  charge for  these amounts  from the  Certificate
Value upon the surrender, death of annuitant or Participant, or annuitization of
the Certificate. In jurisdictions where premium taxes or similar assessments are
imposed at the time annuity payments begin, Fortis Benefits will deduct a charge
for such amounts from the Certificate Value at that time. In such jurisdictions,
the  charge will  be deducted  on a pro-rata  basis from  the then-current Fixed
Account Value and, by redemption of
Accumulation Units, the then-current Variable Account Value in each  Subaccount.
Similarly,  Fortis Benefits may deduct premium taxes from Certificate Value when
no deduction was made from purchase payments, but is subsequently determined  to
be  due. Conversely,  Fortis Benefits will  credit to the  Certificate Value the
amount of  any deductions  for premium  taxes or  similar assessments  that  are
subsequently determined not to be owed.
    
 
Applicable premium tax rates depend upon the Participant's then-current place of
residence. Applicable rates are subject to change by legislation, administrative
interpretations or judicial acts.
 
CHARGES AGAINST THE VARIABLE ACCOUNT
MORTALITY  AND  EXPENSE  RISK CHARGE.  We  will  assess each  Subaccount  of the
Variable Account with a daily charge for mortality and expense risk at a nominal
annual rate of 1.25%  of the average  daily net assets  of the Variable  Account
(consisting  of approximately .8% for mortality  risk and approximately .45% for
expense risk). This charge is assessed  during both the Accumulation Period  and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Certificate.
 
The  mortality risk borne by Fortis Benefits  arises from its obligation to make
annuity payments (determined  in accordance  with the annuity  tables and  other
provisions  contained in  the Certificate) for  the full life  of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live. In
addition, Fortis Benefits bears a mortality risk in that it guarantees to pay  a
death benefit upon the death of an Annuitant or Participant prior to the Annuity
Commencement  Date. No surrender charge  is imposed upon the  payment of a death
benefit which places a further mortality risk on the Company.
 
The expense risk  assumed is that  actual expenses incurred  in connection  with
issuing   and  administering   the  Certificate   will  exceed   the  limits  on
administrative charges set in the Certificate.
 
If the administrative  charges and  the mortality  and expense  risk charge  are
insufficient  to cover the expenses and costs assumed, the loss will be borne by
the Company. Conversely, if the amount deducted proves more than sufficient, the
excess will be  profit to the  Company. The  Company expects a  profit from  the
mortality and expense risk charge.
 
ADMINISTRATIVE  EXPENSE CHARGE. We  will assess each  Subaccount of the Variable
Account with a daily charge at an annual  rate of .10% of the average daily  net
assets  of the Subaccount.  This charge is imposed  during both the Accumulation
Period and the Annuity Period. This charge is to help cover administrative costs
such as those incurred in issuing Certificates, establishing and maintaining the
records relating  to  Certificates,  making regulatory  filings  and  furnishing
confirmation  notices,  voting  materials  and  other  communications, providing
computer,  actuarial  and  accounting   services,  and  processing   Certificate
transactions.
 
The  total anticipated revenues from the charge, on average, are not expected to
exceed the  actual administrative  costs  incurred by  Fortis Benefits  and  its
affiliates.   There  is  no   necessary  relationship  between   the  amount  of
administrative charges imposed on a given Certificate and the amount of expenses
actually attributable to that Certificate.
 
TAX CHARGE
We currently impose no  charge for taxes  payable by us  in connection with  the
Certificate,   other  than  for  premium  taxes  and  similar  assessments  when
applicable. We reserve the right to impose a charge for any other taxes that may
become payable by us in  the future in connection  with the Certificates or  the
Separate Account.
 
SURRENDER CHARGE
No  sales charge is collected or deducted  at the time Net Purchase Payments are
applied under a  Certificate. A  surrender charge  will be  assessed on  certain
total or partial surrenders. The amounts obtained from the surrender charge will
be used to partially defray expenses
 
                                       13
<PAGE>
incurred  in  the  sale of  the  Certificates, including  commissions  and other
promotional or  distribution  expenses  associated with  the  marketing  of  the
Certificates,  and  costs  associated  with  the  printing  and  distribution of
prospectuses and sales material.
 
FREE SURRENDERS. The  following amounts  can be withdrawn  from the  Certificate
without a surrender charge:
 
    -  Any purchase payments received  by us more than  seven years prior to the
      surrender date and that have not been previously surrendered;
 
    - Any earnings that have not been previously surrendered;
 
    - In any certificate year, up to 10% of the purchase payments received by us
      less than seven  years prior  to the surrender  date (whether  or not  the
      purchase payments have been previously surrendered).
 
Earnings  are  deemed  to  be  withdrawn first.  After  all  earnings  have been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be withdrawn prior to purchase payments  which are still subject to a  surrender
charge.
 
No  surrender charge  is imposed  on annuitization (or  payment of  a single sum
because less than the minimum required Certificate Value is available to provide
an annuity  at the  Annuity  Commencement Date).  Nor  is the  surrender  charge
deducted  from the  payment of  any benefit  upon the  death of  an Annuitant or
Participant.
 
In addition, we  have an administrative  policy to waive  surrender charges  for
full  surrenders of Certificates that have been  in force for at least ten years
provided that the amount then subject to  the surrender charge is less than  25%
of  the Certificate Value.  Since the Certificates have  only been offered since
1991, no such  waivers have yet  been made. We  reserve the right  to change  or
terminate  this practice  at any  time, both for  new and  for previously issued
Certificates.
 
AMOUNT OF SURRENDER  CHARGE. Surrender charges  apply only if  the amount  being
withdrawn  exceeds the  sum of  the amounts  listed above  under Free Surrenders
(that is, if  the amount being  withdrawn includes purchase  payments made  less
than seven years prior to the surrender date). The surrender charges are:
 
<TABLE>
<CAPTION>
       NUMBER OF YEARS                 SURRENDER CHARGE
        SINCE PURCHASE                AS A PERCENTAGE OF
     PAYMENT WAS CREDITED              PURCHASE PAYMENT
- ------------------------------      ----------------------
<S>                                 <C>
         Less than 1                          7%
  At least 1 but less than 2                  6%
  At least 2 but less than 3                  5%
  At least 3 but less than 4                  4%
  At least 4 but less than 5                  3%
  At least 5 but less than 6                  2%
  At least 6 but less than 7                  1%
          7 or more                           0%
</TABLE>
 
We  anticipate  the  surrender  charge  will  not  be  sufficient  to  cover our
distribution expenses. To the extent  that the surrender charge is  insufficient
to  cover the  actual costs of  distribution, such  costs will be  paid from the
Company's General Account  assets, which  will include profit,  if any,  derived
from the mortality and expense risk charge.
 
NURSING CARE/HOSPITALIZATION WAIVER OF SURRENDER CHARGES. Surrender charges will
not  be assessed when  a total or  partial withdrawal is  requested: (1) after a
covered person has been confined in  a hospital or skilled health care  facility
for at least 60 consecutive days and the covered person continues to be confined
in the hospital or skilled care facility when the request is made; or (2) within
60 days following a covered person's discharge from a hospital or skilled health
care  facility after  confinement of at  least 60  consecutive days. Confinement
must begin after the effective date of this provision.
 
Covered persons  are the  Certificate owner  or  owners and  the spouse  of  any
Contract  owner if such spouse  is the Annuitant. Surrender  Charges will not be
waived when  a confinement  is due  to substance  abuse, mental  or  personality
disorders  without a demonstrable organic  disease. A degenerative brain disease
such as Alzheimer's Disease is considered an organic disease.
 
This nursing care/hospitalization  waiver of  surrender charges  is provided  by
means  of a rider to the Certificate, which has not been approved in all states.
Individuals applying for a Certificate  should check with their Fortis  Benefits
representative to determine if this rider is available in their state.
 
MISCELLANEOUS
Because the Variable Account invests in shares of the Portfolios of Series Fund,
the net assets of the Variable Account will reflect the investment advisory fees
and  certain other expenses incurred by the Portfolios that are described in the
prospectus for Series Fund.
 
REDUCTION OF CHARGES
No surrender charge will be imposed under any Certificate owned by: (A)  Fortis,
Inc.  or  its  subsidiaries,  and the  following  persons  associated  with such
companies, if  at  the  Certificate  Issue  date  they  are:  (1)  officers  and
directors;  (2) employees;  or (3) spouses  of any  such persons or  any of such
persons' children, grandchildren, parents, grandparents, or siblings--or spouses
of any of these persons; (B)  Series Fund directors, officers, or their  spouses
(or  such persons' children, grandchildren, parents, or grandparents--or spouses
of any such persons); and (C) representatives or employees (or their spouses) of
Fortis Investors (including agencies) or of other broker-dealers having a  sales
agreement  with  Fortis  Investors (or  such  persons'  children, grandchildren,
parents, or grandparents--or spouses of any such persons).
 
GENERAL PROVISIONS
 
THE CERTIFICATES
The Certificate, copies of any applications, amendments, riders, or endorsements
attached to  the  Certificate  and  copies  of  any  supplemental  applications,
amendments,  endorsements, or revised Certificate pages  which are mailed to you
are the entire  Certificate. Only  an officer of  Fortis Benefits  can agree  to
change or waive any provisions of a Certificate. Any change or waiver must be in
writing  and  signed by  an  officer of  Fortis  Benefits. The  Certificates are
non-participating and do not share in dividends or earnings of Fortis Benefits.
 
POSTPONEMENT OF PAYMENT
Fortis Benefits  may  defer  for  up  to 15  days  the  payment  of  any  amount
attributable  to a purchase payment made by  check to allow the check reasonable
time to clear. For a description of other circumstances in which amounts payable
out of Variable Account assets could be deferred, see "Postponement of Payments"
in the  Statement of  Additional  Information. Fortis  Benefits may  also  defer
payment  of surrender proceeds payable out of  the Fixed Account for a period of
up to 6 months.
 
MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
If the age or sex of the  Annuitant has been misstated, any amount payable  will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age  or  sex,  or any  other  miscalculation,  Fortis Benefits  will  deduct the
overpayment from the next payment or  payments due. We add underpayments to  the
next  payment. The  amount of  any adjustment will  be credited  or charged with
interest at the effective annual rate of 4% per year.
 
ASSIGNMENT
Rights and  interests under  a Qualified  Certificate may  be assigned  only  in
certain  narrow circumstances referred  to in the  Certificate. Participants and
other  payees  may  assign  their  rights  and  interests  under   Non-Qualified
Certificates, including their ownership rights.
 
                                       14
<PAGE>
We  take  no responsibility  for the  validity  of any  assignment. A  change in
ownership rights must  be made  in writing  and a copy  must be  sent to  Fortis
Benefits'  Home Office. The  change will be  effective on the  date it was made,
although we are not bound by a change until the date we record it.
 
The rights under a Certificate  are subject to any  assignment of record at  the
Home  Office of Fortis  Benefits. An assignment  or pledge of  a Certificate may
have adverse tax consequences. See below under "Federal Tax Matters."
 
BENEFICIARY
Before the Annuity  Commencement Date  and while  the Annuitant  is living,  the
Participant  may name  or change  a beneficiary  or a  contingent beneficiary by
sending a  Written Request  of  the change  to  Fortis Benefits.  Under  certain
retirement  programs, however, spousal consent may be required to name or change
a beneficiary, and the right to name a beneficiary other than the spouse may  be
subject  to applicable tax laws and regulations.  We are not responsible for the
validity of any change. A  change will take effect as  of the date it is  signed
but  will not affect any payments we make or action we take before receiving the
Written Request. We also need the consent of any irrevocably named person before
making a requested change.
 
In the event of  the death of  a Participant or Annuitant  prior to the  Annuity
Commencement date the Beneficiary will be determined as follows:
 
    - If  there is any surviving Participant,  the surviving Participant will be
      the Beneficiary (this overrides any other beneficiary designation).
 
    - If there  is  no  surviving  Participant,  the  Beneficiary  will  be  the
      beneficiary designated by the Participant.
 
    - If  there is no surviving Participant and no surviving beneficiary who has
      been designated by the Participant, then the estate of the last  surviving
      Participant will be the Beneficiary.
 
REPORTS
We  will mail to the Participant (or to the person receiving payments during the
annuity  period),  at  the  last  known  address  of  record,  any  reports  and
communications  required  by  any  applicable  law  or  regulation.  You  should
therefore give us prompt written notice of any address change. This will include
annual audited financial statements of the  Series Fund, but not necessarily  of
the Variable Account or Fortis Benefits.
 
RIGHTS RESERVED BY FORTIS BENEFITS
 
Fortis  Benefits reserves the right to make certain changes if, in its judgment,
they would best serve the interests  of Participants and Annuitants or would  be
appropriate  in carrying out the purposes  of the Certificates. Any changes will
be made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, Fortis Benefits  will obtain your approval of the  changes
and approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits may make
include:
 
    - To operate the Variable Account in any form permitted under the Investment
      Company Act of 1940 or in any other form permitted by law.
 
    -  To transfer any assets in any Subaccount to another Subaccount, or to one
      or more separate accounts, or to the Fixed Account; or to add, combine  or
      remove Subaccounts in the Variable Account.
 
    - To substitute, for the Portfolio shares held in any Subaccount, the shares
      of  another Portfolio of  Series Fund or the  shares of another investment
      company or any other investment permitted by law.
 
    - To make any changes required by the Internal Revenue Code or by any  other
      applicable  law in  order to continue  treatment of the  Certificate as an
      annuity.
 
    - To change the time or time of  day at which a Valuation Date is deemed  to
      have ended.
 
    -  To make any other necessary technical changes in the Certificate in order
      to conform with any action the above provisions permit Fortis Benefits  to
      take,  including to change  the way Fortis  Benefits assesses charges, but
      without increasing as  to any then  outstanding Certificate the  aggregate
      amount of the types of charges which Fortis Benefits has guaranteed.
 
DISTRIBUTION
 
The  Certificates will be sold by individuals who, in addition to being licensed
by state insurance authorities to sell the Certificates of Fortis Benefits,  are
also  registered representatives of Fortis Investors, Inc. ("Fortis Investors"),
the principal underwriter of the  Certificates or registered representatives  of
other broker-dealer firms or representatives of other firms that are exempt from
broker  dealer  regulation. Fortis  Investors and  any such  other broker-dealer
firms are  registered with  the  Securities and  Exchange Commission  under  the
Securities  Exchange  Act  of 1934  as  broker-dealers  and are  members  of the
National Association of Securities Dealers, Inc.
 
As compensation for distributing the  Certificates, Fortis Benefits pays  Fortis
Investors  6.10% of all purchase payments  plus .17% annually of Contract Values
in the  Fixed Account  and .02%  annually  of Contract  Values in  the  Variable
Account.  Fortis Investors pays  a selling allowance  not in excess  of 6.10% of
purchase payments to  other broker-dealer  firms or  exempt firms  who sell  the
Certificates.  In addition, from time to time  Fortis Investors may pay to these
firms an additional selling allowance of  1% of purchase payments. Also,  Fortis
Investors  pays servicing fees in the amount of 1/4 of 1% annually, based on the
amount above a certain minimum attributable to these firms.
 
   
Fortis Benefits  may,  under  certain flexible  compensation  arrangements,  pay
Fortis  Investors a  lesser or  a greater  selling allowance  and a  larger or a
smaller service fee than as  set forth above, and  Fortis investors may in  turn
pay  lesser or greater selling allowances and  larger or smaller service fees to
its registered representatives and other broker  dealer firms than as set  forth
above.  However, in such case, such flexible compensation arrangements will have
actuarially equivalent present values to  the amounts of the selling  allowances
and  service  fees set  forth  above. Additionally,  registered representatives,
broker-dealer  firms,  and   exempt  firms  may   be  eligible  for   additional
compensation  based upon meeting certain  production standards. Fortis Investors
may charge back  commissions paid to  others if the  Certificate upon which  the
commission  was paid is  surrendered or cancelled  within certain specified time
periods.  Fortis  Benefits  paid  a   total  of  $27,930,970,  $31,643,856   and
$29,918,620  to  Fortis  Investors for  annuity  contract  distribution services
during  1993,  1994  and  1995,  respectively,  $3,165,812  of  which  in  1993,
$4,065,075  of which in 1994  and $3,925,959 in 1995  was not reallowed to other
broker-dealers or exempt firms. In  the distribution agreement, Fortis  Benefits
has  agreed  to  indemnify  Fortis Investors  (and  its  agents,  employees, and
controlling persons) for certain damages  and expenses, including those  arising
under federal securities laws.
    
 
Fortis   or  Fortis  Investors  may   also  provide  additional  compenstion  to
broker-dealers in  connection  with  sales  of  Certificates.  Compensation  may
include  financial assistance to broker-dealers  in connection with conferences,
sales or training programs for their employees, seminars
 
                                       15
<PAGE>
for the public, advertising, sales  campaigns regarding Certificates, and  other
broker-dealer sponsored programs or events. Compensation may include payment for
travel  expenses  incurred  in  connection with  trips  taken  by  invited sales
representatives and members of their families to locations within or outside  of
the United States for meetings or seminars of a business nature.
 
   
See  Note 13 to the Notes to Fortis Benefits' Financial Statements as to amounts
it has paid to Fortis, Inc. for various services.
    
 
Fortis Investors is an indirect subsidiary of  Fortis AMEV and Fortis AG and  is
therefore under common control with Fortis Benefits. Fortis Investors' principal
business address is the same as that of our Home Office. Fortis Investors is not
obligated  to  sell any  specific amount  of  interests under  the Certificates.
$110,000,000 of  interests in  the Fixed  Account and  an indefinite  amount  of
interests  in the Variable Account have  been registered with the Securities and
Exchange Commission.
 
FEDERAL TAX MATTERS
 
The following  description is  a general  summary of  the tax  rules,  primarily
related  to federal income  taxes, which in  the opinion of  Fortis Benefits are
currently  in  effect.  These   rules  are  based   on  laws,  regulations   and
interpretations  which are subject  to change at  any time. This  summary is not
comprehensive and is  not intended as  tax advice. Federal  estate and gift  tax
considerations,  as well  as state  and local taxes,  may also  be material. You
should consult a qualified tax adviser as to the tax implications of taking  any
action under a Certificate or related retirement plan.
 
NON-QUALIFIED CERTIFICATES
Section  72  of  the Internal  Revenue  Code  ("Code") governs  the  taxation of
annuities in general.  Purchase payments made  under Non-Qualified  Certificates
are not excludible or deductible from the gross income of the Participant or any
other  person. However, any increase in the accumulated value of a Non-Qualified
Certificate resulting from the investment performance of the Variable Account or
interest credited  to  the  Fixed  Account  is  generally  not  taxable  to  the
Participant  or other payee until received by him or her, as surrender proceeds,
death benefit  proceeds, or  otherwise.  The exception  to  this rule  is  that,
generally,  Participants who are  not natural persons ARE  taxed annually on any
increase in the Certificate Value. However, this exception does not apply in all
cases, and you may wish to discuss this with your tax adviser.
 
The following  discussion applies  generally to  Certificates owned  by  natural
persons.
 
In  general, surrenders or  partial withdrawals under  Certificates are taxed as
ordinary income  to the  extent of  the  accumulated income  or gain  under  the
Certificate.  If a  Participant assigns or  pledges any  part of the  value of a
Certificate, the value  so pledged or  assigned is taxed  to the Participant  as
ordinary income to the same extent as a partial withdrawal.
 
With  respect to annuity payment options, although the tax consequences may vary
depending on the option elected under  the Certificate, until the investment  in
the  Certificate is recovered, generally only the portion of the annuity payment
that  represents  the  amount  by  which  the  Certificate  Value  exceeds   the
"investment   in  the  Certificate"  will  be  taxed.  In  general,  a  person's
"investment in the  Certificate" is  the aggregate amount  of purchase  payments
made  by him or  her. After an  Annuitant's or other  payee's "investment in the
Certificate" is recovered, the full amount of any additional annuity payments is
taxable. For variable annuity payments, in general, the taxable portion of  each
annuity  payment (prior to  recovery of the "investment  in the Certificate") is
determined by a  formula which establishes  the specific dollar  amount of  each
annuity  payment that is not taxed. This dollar amount is determined by dividing
the "investment in  the Certificate"  by the  total number  of expected  annuity
payments.  For  fixed annuity  payments, in  general, prior  to recovery  of the
"investment in the Certificate," there is no  tax on the amount of each  payment
which  bears  the  same  ratio  to  that  payment  as  the  "investment  in  the
Certificate" bears to the total expected  value of the annuity payments for  the
term of the payments. However, the remainder of each annuity payment is taxable.
The taxable portion of a distribution (in the form of an annuity or a single sum
payment) is taxed as ordinary income.
 
For  purposes  of  determining  the  amount  of  taxable  income  resulting from
distributions, all Certificates and other annuity contracts issued by us or  our
affiliates  to the Participant within the same  calendar year will be treated as
if they were a single Certificate.
 
There is a 10%  penalty under the  Code on the taxable  portion of a  "premature
distribution."  Generally, an  amount is  a "premature  distribution" unless the
distribution is (1) made on or after the Participant or other payee reaches  age
59 1/2, (2) made to a Beneficiary on or after death of the Participant, (3) made
upon  the disability of the Participant or other  payee, or (4) part of a series
of substantially equal annuity payments for  the life or life expectancy of  the
Participant  or  the Participant  and  Beneficiary. Premature  distributions may
result,  for  example,  from  an  early  Annuity  Commencement  Date,  an  early
surrender,  partial surrender or assignment of  a Certificate or the early death
of an  Annuitant who  is not  also  the Participant  or other  person  receiving
annuity payments under the Certificate.
 
A  transfer of  ownership of  a Certificate, or  designation of  an Annuitant or
other payee who is  not also the  Participant, may result  in certain income  or
gift  tax consequences  to the  Participant that  are beyond  the scope  of this
discussion.  A  Participant  contemplating  any  transfer  or  assignment  of  a
Certificate should contact a competent tax adviser with respect to the potential
tax effects of such transaction.
 
REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CERTIFICATES
In  order that a Non-Qualified Certificate be treated as an annuity contract for
federal income  tax purposes,  Section 72(s)  of the  Code requires  (a) if  any
person receiving annuity payments dies on or after the Annuity Commencement Date
but  prior  to  the  time  the  entire  interest  in  the  Certificate  has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of  the
person's   death;  and  (b)  if  any  Participant  dies  prior  to  the  Annuity
Commencement Date, the entire  interest in the  Certificate will be  distributed
(1)  within five years after  the date of that person's  death or (2) as annuity
payments which will begin within one year of that Participant's death and  which
will be made over the life of the Participant's designated Beneficiary or over a
period not extending beyond the life expectancy of that Beneficiary. However, if
the  Participant's  designated  Beneficiary  is  the  surviving  spouse  of  the
Participant, the Certificate may be  continued with the surviving spouse  deemed
to  be  the new  Participant. Where  the Participant  or other  person receiving
payments is not a natural person, the required distributions provided by Section
72(A) apply upon the death of the primary Annuitant.
 
No regulations  interpreting the  requirements of  Section 72(s)  have yet  been
issued  (although  proposed regulations  have  been issued  interpreting similar
requirements for qualified plans). Fortis Benefits intends to review and  modify
the Certificate if necessary to ensure that it complies with the requirements of
Section 72(s) when clarified by regulation or otherwise.
 
Generally,  unless the Beneficiary elects otherwise, the above requirements will
be satisfied where the  death occurs prior to  the Annuity Commencement Date  by
paying  the death benefit in a single sum, subject to proof of the Participant's
death. The Beneficiary,  however, may  elect by  Written Request  to receive  an
annuity  option instead of a  lump sum payment. However,  if the election is not
made within 60 days
 
                                       16
<PAGE>
of the date the single sum death benefit otherwise becomes payable, particularly
where the annuitant dies and the annuitant  is not the Participant, the IRS  may
disregard  the election for tax purposes and  tax the Beneficiary as if a single
sum payment had been made.
 
QUALIFIED CERTIFICATES
The Certificates may be used with several types of tax-qualified plans. The  tax
rules  applicable to Participants, Annuitants and other payees vary according to
the type of plan and  the terms and conditions of  the plan itself. In  general,
purchase  payments made under a retirement  program recognized under the Code on
behalf of an individual  are excludable from the  individual's gross income  for
tax  purposes  during  the Accumulation  Period.  The  portion, if  any,  of any
purchase payment made by or on behalf of an individual under a Certificate  that
is  not excluded from the individual's gross  income for tax purposes during the
Accumulation  Period   constitutes   the   individual's   "investment   in   the
Certificate."  Aggregate deferrals under all plans  at the employee's option may
be subject to limitations.
 
When annuity  payments  begin, the  individual  will  receive back  his  or  her
"investment  in the Certificate"  if any, as  a tax-free return  of capital. The
dollar amount of annuity payments received in any year in excess of such  return
is  taxable as ordinary  income. When payments  are received as  an annuity, the
tax-free return of  capital is treated  as if received  ratably over the  entire
period  of the annuity until fully recovered (as described above with respect to
Non-Qualified Certificates).
 
The Certificates  are  available  in  connection with  the  following  types  of
retirement  plans:  Section  403(b)  annuity  plans  for  employees  of  certain
tax-exempt organizations  and public  educational institutions;  Section 401  or
403(a) qualified pension, profit-sharing or annuity plans; individual retirement
annuities  ("IRAs")  under  Section 408(b);  simplified  employee  pension plans
("SEPs") under Section 408(k); Section 457 unfunded deferred compensation  plans
of  public employers and tax-exempt organizations' and private employer unfunded
deferred compensation plans.  The tax  implications of these  plans are  further
discussed in the Statement of Additional Information under the heading "Taxation
Under Certain Retirement Plans."
 
WITHHOLDING
Annuity  payments and other  amounts received under  Certificates are subject to
income tax withholding unless the recipient  elects not to have taxes  withheld.
The  amounts withheld will vary among recipients  depending on the tax status of
the individual and the type of payments from which taxes are withheld.
 
Notwithstanding the  recipient's  election,  withholding may  be  required  with
respect  to certain payments to be delivered  outside the United States and with
respect to  certain distributions  from certain  types of  qualified  retirement
plans,  unless the proceeds are transferred  directly from the qualified plan to
another qualified retirement plan. Moreover, special "backup withholding"  rules
may  require  Fortis  Benefits  to disregard  the  recipient's  election  if the
recipient  fails  to   supply  Fortis   Benefits  with  a   "TIN"  or   taxpayer
identification  number  (social  security  number for  individuals),  or  if the
Internal Revenue Service notifies Fortis Benefits  that the TIN provided by  the
recipient is incorrect.
 
PORTFOLIO DIVERSIFICATION
The  United  States Treasury  Department has  adopted regulations  under Section
817(h) of the Code  which set standards of  diversification for the  investments
underlying  the Certificates,  in order  for the  Certificates to  be treated as
annuities. Fortis Benefits believes that these diversification standards will be
satisfied. Failure to do so would  result in immediate taxation to  Participants
or  persons receiving annuity payments of  all returns credited to Certificates,
except in the case of certain Qualified Certificates. Also, current  regulations
do not provide guidance as to any circumstances in which control over allocation
of  values  among different  investment alternatives  may cause  Participants or
persons receiving  annuity payments  to be  treated as  the owners  of  Variable
Account assets for tax purposes. Fortis Benefits reserves the right to amend the
Certificates  in  any  way necessary  to  avoid  any such  result.  The Treasury
Department may  establish  standards  in  this  regard  through  regulations  or
rulings.  Such  standards  may apply  only  prospectively,  although retroactive
application is possible if  such standards were considered  not to embody a  new
position.
 
CERTAIN EXCHANGES
Section  1035  of the  Code  provides generally  that no  gain  or loss  will be
recognized under the  exchange of a  life insurance or  annuity contract for  an
annuity contract. Thus, a properly completed exchange from one of these types of
products  into a Certificate  pursuant to the  special annuity contract exchange
form we provide  for this purpose  is not  generally a taxable  event under  the
Code, and your investment in the Certificate will be the same as your investment
in the product you exchanged out of.
 
Because  of the complexity of these and  other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.
 
TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS
Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:
    (1) elective contributions made for years beginning after December 31, 1988;
    (2) earnings on those contributions; and
    (3) earnings on amounts held as of December 31, 1988.
 
Distribution of  these  amounts may  only  occur  upon death  of  the  employee,
attainment  of age  59 1/2,  separation from  service, disability,  or financial
hardship. In addition, income attributable to elective contributions made  after
December 31, 1988 may not be distributed in the case of hardship.
 
FURTHER INFORMATION ABOUT FORTIS BENEFITS
 
GENERAL
Fortis  Benefits  is  engaged  in  the offer  and  sale  of  insurance products,
including fixed and variable life insurance policies, fixed and variable annuity
contracts, and group life, accident  and health insurance policies. The  Company
markets  its  products  to small  business  and individuals  through  a national
network of independent agents, brokers, and financial institutions.
 
                                       17
<PAGE>
SELECTED FINANCIAL DATA
The following is a  summary of certain financial  data of Fortis Benefits.  This
summary  has been derived in part from,  and should be read in conjunction with,
the  financial  statements  of  Fortis  Benefits  included  elsewhere  in   this
Prospectus.
 
   
<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                                             ----------------------------------------------------------
                      (IN THOUSANDS)                            1995        1994        1993        1992       1991**
                                                             ----------  ----------  ----------  ----------  ----------
<S>                                                          <C>         <C>         <C>         <C>         <C>
INCOME STATEMENT DATA
  Premiums and policy charges..............................  $1,232,329  $1,022,446  $  955,053  $  967,111  $  439,348
  Net investment income....................................     203,537     162,514     153,657     156,431      89,638
  Realized gains (losses) on investment....................      55,080     (28,815)     73,623      37,928       5,234
  Other income.............................................      33,085      35,958      27,100      26,176       6,668
                                                             ----------  ----------  ----------  ----------  ----------
    TOTAL REVENUES.........................................  $1,524,031  $1,192,103  $1,209,433  $1,187,646  $  540,888
                                                             ----------  ----------  ----------  ----------  ----------
                                                             ----------  ----------  ----------  ----------  ----------
  Total benefits and expenses..............................  $1,442,270  $1,157,651  $1,100,199  $1,111,530  $  505,650
  Federal Income taxes.....................................      27,891      11,595      31,090      25,660      12,776
  Income before cumulative effect of accounting changes*...      53,870      22,857      78,144      50,456      22,462
  Net income...............................................      53,870      22,857      81,707      50,456      22,462
 
BALANCE SHEET DATA
  Total assets***..........................................  $5,143,012  $4,043,914  $3,584,139  $2,867,999  $2,409,881
  Total liabilities........................................   4,431,914   3,569,717   3,052,231   2,460,445   2,056,255
  Total shareholder's equity***............................     711,098     474,197     531,908     407,554     353,626
</TABLE>
    
 
- ------------------------
  * Prior-year data has not been restated for the adoption of Statements 109 and
    106 in 1993 (See Note 2 of the financial statements).
 
   
 ** The  group life  and health  business of  Mutual Benefit  Life Insurance was
    acquired in 1991 (See Note 3 of the financial statements).
    
 
   
*** The years ended December 31, 1995, 1994 and 1993, reflect the impact of  the
    adoption of Statement 115 (See Note 1 of the financial statements).
    
 
MANAGEMENT'S  DISCUSSION  AND ANALYSIS  OF  FINANCIAL CONDITION  AND  RESULTS OF
OPERATIONS
 
1995 COMPARED TO 1994
 
FINANCIAL CONDITION
   
Total assets rose to  $5,143 million from  $4,044 million in  1994. Half of  the
increase  was due to the assets held in separate accounts which grew from $1,213
million in 1994 to $1,781 million  in 1995. Invested assets, excluding  Separate
Accounts,  increased from $2,372 million at  December 31, 1994 to $2,936 million
at December 31,  1995 due  to cash inflows  and the  appreciation of  securities
available  for sale. Fortis  Benefits invests primarily  in government and other
high-quality marketable fixed income securities with the objective of  providing
reasonable returns while limiting liquidity and credit risk.
    
 
During  1995, the Company's mortgage loans on real estate increased $110 million
to $563 million. The Company has a high quality portfolio which has  experienced
delinquency  rates lower  than the industry  average. Similar  to 1994, mortgage
loans represent 19% of the Company's invested assets.
 
   
Policy reserves and liabilities  increased from $3,570  million at December  31,
1994  to $4,432 million at December 31, 1995. Aggregate reserves for traditional
life insurance and  interest sensitive  and investment  products increased  $222
million  from $1,288 million at December 31,  1994 to $1,510 million at December
31, 1995. This  increase in traditional  life reserves is  the result of  strong
sales  of  the  Company's  group  insurance  and  growth  in  the policyholder's
accumulations associated with interest sensitive products.
    
 
   
Policy reserves and claim liabilities for accident and health policies increased
by $35  million to  nearly $833  million  at December  31, 1995.  This  increase
reflects increased volume of business and increased liability costs for existing
disabilitants  as  reflected  in  the  Company's  disability  reserves.  Medical
reserves grew somewhat faster than premiums.
    
 
   
Liabilities related  to  separate  accounts increased  from  $1,208  million  at
December  31, 1994  to $1,757  million at  December 31,  1995. This  increase is
primarily the result of the increased  sales of the Company's variable life  and
annuity products and market appreciation during 1995.
    
 
RESULTS OF OPERATIONS
   
Total  revenues were $1,524 million in 1995  compared to $1,192 million in 1994.
Increased premiums and policy charges in the last two years and  higher-yielding
mortgage  loans, offset  by lower  interest rates,  increased the  Company's net
investment income $41 million to  $204 million. The favorable market  conditions
generated realized gains on securities sold of $55 million in 1995 compared with
realized losses on investments of $29 million in 1994.
    
 
   
Traditional  life premiums and  policy charges increased by  $52 million to $297
million in 1995.  Traditional life  insurance premiums increased  by 21%  during
1995  to $251 million.  The Company has  experienced strong sales  of group life
products due to competitive pricing  and marketing emphasis. Interest  sensitive
and  investment  product  policy charges,  which  consist primarily  of  cost of
insurance  and  expense  charges  on  interest  sensitive  insurance   policies,
increased 22% to $46 million in 1995 due to continued growth in these products.
    
 
   
Accident and health premiums increased $158 million in 1995 to $935 million from
$777  million in 1994 primarily as a  result of increased medical and disability
sales. Disability  insurance  accounted  for approximately  one  fourth  of  the
Company's  group accident and  health insurance revenues. The  Company is one of
the leading writers  of group disability  coverages in the  United States.  This
market  has  been  intensely competitive.  The  Company's strategy  has  been to
emphasize its  claim management  activities  and refine  its pricing  to  better
reflect the risks of various industries and occupations.
    
 
New  regulations in  several states have  adversely affected  current and future
profitability of  certain  medical  lines.  On October  24,  1995,  the  Company
announced  that it will  cease selling certain  group medical products effective
January 1, 1996. The Company will continue to
 
                                       18
<PAGE>
renew and  service existing  medical  business. In  the long-term,  the  Company
expects this decision to have a favorable impact on its capital position. In the
short-term,  management  believes  this  product line  change  will  not  have a
material impact on the Company's operating results.
 
   
Total benefits to  policyholders increased  by $209  million in  1995 to  $1,046
million.  Traditional life,  interest sensitive and  investment products' claims
and benefits  increased  by $59  million  to  $276 million  in  1995  reflecting
increased  in-force  group coverages  and a  larger  in-force block  of interest
sensitive and investment products.
    
 
Accident and health benefits increased to $770 million in 1995 from $620 million
in 1994. The increase is due primarily to increased disability business.
 
   
Amortization of deferred policy  acquisition costs increased  to $41 million  in
1995  from $35  million in  1994. The increase  in the  amortization of interest
sensitive and investment products of $7 million to $17 million in 1995 from  $10
million  in 1994 is primarily  due to amortization of  costs related to products
sold in recent years.
    
 
   
Insurance commissions,  net of  deferrals,  increased to  $96 million  from  $86
million  in  1994.  These  additional  commissions  resulted  primarily  from an
increase in  sales  of  group coverages.  General  and  administrative  expenses
increased  29% to $255 million in 1995  from $197 million in 1994, approximately
in line with the increase in  revenue. The increased expenses related  primarily
to additional staffing and systems integration required to service the increased
amount of group insurance business written in 1995.
    
 
   
Income  before federal income taxes and  cumulative effect of accounting changes
totaled $82 million  in 1995  compared to $34  million in  1994. Federal  income
taxes  were $28 million in  1995 compared to $12  million in 1994. The Company's
effective tax rate was comparable between years.
    
 
LIQUIDITY AND CAPITAL RESOURCES
The liquidity requirements of the Company  have been met by funds provided  from
operations and investment activity.
 
The  primary uses of  funds are to provide  policy benefits, operating expenses,
commissions, and to purchase new investments. The Company expects its investment
and operating  activities to  continue to  generate sufficient  funds for  these
purposes.
 
The  National  Association  of Insurance  Commissioners  (NAIC)  has implemented
risk-based capital standards  to determine  the capital requirements  of a  life
insurance  company  based  upon  the risks  inherent  in  its  operations. These
standards require the computation of a  risk-based capital amount which is  then
compared  to  the  Company's  actual  total  adjusted  capital.  The computation
involves applying  factors to  various financial  data to  address four  primary
risks:  asset  default, adverse  insurance  experience, interest  rate  risk and
external events. These  standards provide for  regulatory intervention when  the
percentage  of total adjusted capital is  below certain levels. Based on current
calculations of the  risk-based capital standards,  the Company's percentage  of
total  adjusted  capital  is  well  in  excess  of  ratios  which  would require
regulatory attention.
 
   
Fortis Benefits has no long  or short term debt. Less  than 2% of the  Company's
assets  consisted of  non-investment grade  bonds as  of December  31, 1995. The
Company received additional contributed capital of  $50 million in 1995 and  $13
million  in 1994  from its parent  company. Total shareholder's  equity was $711
million as of  December 31, 1995  compared to  $474 million as  of December  31,
1994.  The  net change  in unrealized  gains on  investments accounted  for $131
million of the increase.
    
 
1994 COMPARED TO 1993
 
FINANCIAL CONDITION
   
Total assets rose to $4.0  billion from $3.6 billion  in 1993. The increase  was
due in a large part to the increase in the assets held in separate accounts from
$975  million  in 1993  to $1,213  million in  1994. Invested  assets, excluding
Separate Accounts, increased  from $2.3  billion at  December 31,  1993 to  $2.4
billion  at December 31,  1994. Fortis Benefits  invests primarily in government
and other high-quality marketable fixed income securities with the objective  of
providing reasonable returns while limiting liquidity and credit risk.
    
 
   
During  1994, the Company's mortgage loans  on real estate increased nearly $100
million to $450  million. The  Company has a  high quality  portfolio which  has
experienced  delinquency rates lower  than the industry  average. Mortgage loans
represent approximately 19% of the Company's invested assets.
    
 
   
Policy reserves and liabilities increased from $3.0 billion at December 31, 1993
to $3.6 billion at  December 31, 1994. Aggregate  reserves for traditional  life
insurance  and interest  sensitive and  investment products  contracts increased
$200 million from $1.1 billion at December 31, 1993 to $1.3 billion at  December
31,  1994. This increase in traditional life reserves is the result of continued
strong sales  of the  Company's deferred  income annuities  and accumulation  in
value of its interest sensitive products.
    
 
   
Policy reserves and claim liabilities for accident and health policies increased
by  $47  million to  nearly $800  million  at December  31, 1994.  This increase
reflects increased volume of business and increased liability costs for existing
disabilitants  as  reflected  in  the  Company's  disability  reserves.  Medical
reserves grew more slowly primarily due improved experience in its fully insured
line while overall reserves increased due to volume growth.
    
 
   
Liabilities related to separate accounts increased from $970 million at December
31,  1993 to $1.2 billion  at December 31, 1994. This  increase is the result of
new sales of the Company's variable life and annuity products during 1994.
    
 
RESULTS OF OPERATIONS
   
Total revenues  were  $1.2  billion in  1994.  Deteriorating  investment  market
conditions  in 1994 resulting from higher interest rates increased the Company's
investment income $9 million to $163 million while generating realized losses on
securities sold of $29 million. Realized gains were $74 million in 1993.
    
 
   
Premiums and policy charges increased by $67 million to $1,022 million in  1994.
Traditional  life  insurance  premiums  increased by  11%  during  1994  to $208
million. The  Company has  experienced  strong sales  of  life products  due  to
competitive pricing and marketing emphasis.
    
 
Interest   sensitive  and  investment  product  policy  charges,  which  consist
primarily of cost of insurance charges on interest sensitive insurance policies,
increased 31% to $38 million in 1994 due to continued growth in these products.
 
   
The Company is one of the leading  writers of group disability coverages in  the
United  States.  This  market  has  been  intensely  competitive.  The Company's
strategy has been to  emphasize its claim management  activities and refine  its
pricing to better reflect the risks of various industries and occupations.
    
 
Medical  premium growth  has slowed over  the past several  years. The Company's
response has been to  heavily emphasize its managed  care products and focus  on
the  sale of partially  self-funded coverages to  larger employers. Accident and
health premiums increased in 1994 to $777 million from $738 million in 1993 as a
result of more aggressive pricing aided by less uncertainty in the market place.
 
                                       19
<PAGE>
Benefits and  expenses increased  by  $58 million  in  1994 to  $1,158  million.
Traditional  life,  interest  sensitive  and  investment  products'  claims  and
benefits increased by $20 million to  $217 million in 1994 reflecting  increased
inforce  group coverages and inforce block  of interest sensitive and investment
products.
 
Accident and health benefits increased to $620 million in 1994 from $598 million
in 1993. The experience on the  Company's medical products has improved in  1994
due to less uncertainty in the marketplace.
 
   
Amortization  of  deferred policy  acquisition costs  decreased slightly  to $35
million in 1994 from $37 million in  1993. The majority of this, $23 million  in
1994  and $24 million in 1993, is amortization relating to the block of business
acquired from Mutual Benefit Life in 1991.
    
 
Insurance commissions,  net of  deferrals,  increased to  $86 million  from  $77
million  in  1993.  The Company  deferred  $52  million of  commissions  in 1994
compared to  $44 million  in 1993.  This additional  deferral resulted  from  an
increase  in sales  of interest sensitive  and investment  products. General and
administrative expenses increased 6% to $197  million in 1994 from $186  million
in 1993 consistent with revenue growth from insurance operations.
 
   
Income  before federal income taxes and  cumulative effect of accounting changes
totaled $34 million  in 1994 compared  to $109 million  in 1993. Federal  income
taxes  were $12 million in 1994 compared to $31 million in 1993. The decrease in
taxes was due primarily  to tax credits resulting  from realized losses in  1994
versus tax expense related to realized gains in 1993.
    
 
LIQUIDITY AND CAPITAL RESOURCES
The  liquidity requirements of the company have  been met by funds provided from
operations and investment activity.
 
   
The primary  uses of  funds are  to provide  policy benefits  and reserves,  pay
operating expenses and commissions, and to purchase new investments. The company
expects  its  investments  and  operating  activities  to  continue  to generate
sufficient funds for these purposes.
    
 
The National  Association  of  Insurance Commissioners  (NAIC)  has  implemented
risk-based  capital standards  to determine the  capital requirements  of a life
insurance company  based  upon  the  risks inherent  in  its  operations.  These
standards  require the computation of a  risk-based capital amount which is then
compared to  the  Company's  actual  total  adjusted  capital.  The  computation
involves  applying factors  to various  financial data  to address  four primary
risks: asset  default,  adverse insurance  experience,  interest rate  risk  and
external  events. These standards  provide for regulatory  intervention when the
percentage of  total adjusted  capital to  authorized control  level  risk-based
capital is below certain levels. Based on current calculations of the risk-based
capital standards, the Company's percentage to total adjusted capital is well in
excess of ratios which would require regulatory attention.
 
   
Fortis  Benefits has no long  or short term debt. Less  than 2% of the Company's
assets consisted of non-investment grade bonds  as of December 31, 1994 and  the
Company  does not  expect this  percentage to  increase significantly  in future
years. The company  received additional  contributed capital of  $13 million  in
1994  from its parent company. Total shareholder's equity was $474 million as of
December 31, 1994 compared to $532 million as of December 31, 1993.
    
 
COMPETITION
Fortis Benefits seeks  to compete primarily  on the basis  of customer  service,
product  design, and, in  the case of  products funded through  Series Fund, the
investment results  achieved  by  Fortis Advisers,  Inc.  Many  other  insurance
companies  compete with Fortis Benefits in each of its markets, including on the
basis of price. Many of these companies,  which include some of the largest  and
best  known insurance companies, have considerably greater resources than Fortis
Benefits. Best's Insurance  Reports, Life-Health Edition,  1994 assigned  Fortis
Benefits one of its highest ratings, A+ (Superior), as of December 31, 1993, for
financial position and operating performance.
 
Fortis  Benefits  has a  rating  of AA  from Standard  &  Poor's. As  defined by
Standard & Poor's, insurers rated AA offer "excellent financial security."
 
These ratings  represent  such rating  agency's  independent opinion  of  Fortis
Benefit's  financial strength and ability  to meet its policyholder obligations,
but have  no relevance  to  the performance  or quality  of  the assets  in  the
Variable Account.
 
REGULATION AND RESERVES
The   Company  is  subject  to  regulation  and  supervision  by  the  insurance
departments of  the  states  in  which  it is  licensed  to  do  business.  This
regulation  covers a variety  of areas, including  benefit reserve requirements,
adequacy  of  insurance  company   capital  and  surplus,  various   operational
standards,  and accounting and financial  reporting procedures. Fortis Benefits'
operations and  accounts  are  subject  to  periodic  examination  by  insurance
regulatory authorities.
 
Under  insurance  guaranty fund  laws in  most  states, insurers  doing business
therein can be assessed up to  prescribed limits for insurance contract  losses,
if   covered,  incurred  by  insolvent  companies.  The  amount  of  any  future
assessments of Fortis Benefits under these laws cannot be reasonably  estimated.
Most  of these laws  do provide, however,  that an assessment  may be excused or
deferred if it would threaten an insurer's own financial strength.
 
Although the  federal  government  generally  does  not  directly  regulate  the
business  of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal  measures that may adversely affect the  insurance
business  include health care  reform, employee benefit  regulation, controls on
medicare costs and medical entitlement  programs, tax law changes affecting  the
taxation  of  insurance  companies  or of  insurance  products,  changes  in the
relative desirability of  various personal investment  vehicles, and removal  of
impediments on the entry of banking institutions into the business of insurance.
 
Pursuant  to state insurance laws and  regulations, Fortis Benefits is obligated
to carry on its  books, as liabilities, reserves  to meet its obligations  under
outstanding  insurance contracts. These reserves are based on assumptions about,
among other things, future claims experience and investment returns. Neither the
reserve requirements nor the other aspects of state insurance regulation provide
absolute  protection   to  holders   of  insurance   contracts,  including   the
Certificates,  if  Fortis Benefits  were to  incur claims  or expenses  at rates
significantly higher  than  expected  (due,  for  example,  to  acquired  immune
deficiency syndrome or other infectious diseases or catastrophes) or significant
unexpected losses on its investments.
 
EMPLOYEES AND FACILITIES
Fortis  Benefits has  approximately 2,000  employees and  considers its employee
relations to  be  excellent; Fortis  Benefits  owns its  Home  Office  building,
consisting   of  295,000  square  feet  in  Woodbury,  Minnesota.  It  also  has
administrative offices  in  Kansas  City, Missouri.  Fortis  Benefits  leases  a
portion  of that building consisting of  297,000 square feet. In addition Fortis
Benefits has several  regional claims  and sales offices  throughout the  United
States.  Fortis Benefits occupies approximately 100%  of its home office and 70%
of its  administration building,  which  it expects  will  be adequate  for  its
purposes for the foreseeable future.
 
                                       20
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
 
Set  forth  is  information  concerning the  Company's  directors  and executive
officers, to  the  extent  responsible  for  its  variable  annuity  operations,
together  with their business experience and  principal occupations for the past
five years:
 
   
<TABLE>
<S>                         <C>
OFFICER-DIRECTORS
 
Dean C. Kopperud, 43        Senior Vice  President--Marketing  and  Sales;  also
Director since 1995         officer of affiliated companies.
Robert Brian Pollock, 41    President  and Chief Executive  Officer; before then
Director Since 1988         Senior Vice President--Life and Disability.
Thomas Michael Keller, 48   Executive Vice  President; before  then Senior  Vice
Director since 1990         President of Fortis, Inc.
 
OTHER DIRECTORS
Allen Royal Freedman, 56    Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board
since 1995
Henry Carroll Mackin, 54    Executive Vice President of Fortis, Inc.
Director Since 1990
Arie Aristide Fakkert, 52   Assistant  General  Manager of  Fortis International
Director Since 1987         N.V.
 
EXECUTIVE OFFICERS
Rhonda Schwartz, 37         Senior Vice President and General Counsel--Life  and
                            Investment   Products;  before  then  secretary  and
                            General Counsel of Fortis Inc.
Anthony J. Rotondi, 50      Senior Vice President--Manufacturing and Information
                            Technology; also officer of affiliated companies.
Larry A. Medin, 46          Senior Vice  President--Sales;  before  then  Senior
                            Vice President--Western Divisional Officer, Colonial
                            Group, Inc.
Michael John Peninger, 41   Senior Vice President and Chief Financial Officer
Jon H. Nicholson, 46        Senior Vice President--Annuities.
Anthony J. Rotondi, 50      Senior Vice President--Life Operations
</TABLE>
    
 
Fortis  Benefits' officers serve at the pleasure  of the board of directors, and
members of  the  board  serve  without  compensation  (except  for  expenses  of
attending   board  meetings),  until  their  successors  are  duly  elected  and
qualified.
 
   
Mr. Freedman is a  director of Systems and  Computer Technology Corporation  and
Genesis  Health  Ventures. Mr.  Freedman  is also  a  director of  the following
registered investment companies: Fortis  Equity Portfolios, Inc.; Fortis  Growth
Fund,  Inc.; Fortis Fiduciary Fund, Inc., Fortis Income Portfolios, Inc.; Fortis
Securities, Inc.;  Fortis Tax-Free  Portfolios, Inc.;  Fortis Money  Portfolios,
Inc.;  Fortis Advantage  Portfolios, Inc.;  Fortis World  Wide Portfolios, Inc.;
Fortis Series Fund, Inc.; Special Portfolios, Inc.
    
 
                                       21
<PAGE>
EXECUTIVE COMPENSATION
Set forth  below  is certain  information  concerning the  compensation  of  the
executive officers of Fortis Benefits.
 
- --------------------------------------------------------------------------------
 
SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                  ANNUAL COMPENSATION               LONG-TERM COMPENSATION
                                                        ---------------------------------------  ----------------------------
                                                                                OTHER ANNUAL        LTIP         ALL OTHER
        NAME AND PRINCIPAL POSITION            YEAR      SALARY      BONUS      COMPENSATION       PAYOUTS    COMPENSATION (1)
- -------------------------------------------  ---------  ---------  ---------  -----------------  -----------  ---------------
<S>                                          <C>        <C>        <C>        <C>                <C>          <C>
Robert B. Pollock                                 1995  $ 300,888  $  84,000      $       0       $       0      $  14,851
 President and Chief Executive Officer            1994    200,000     84,000              0               0         14,150
                                                  1993    140,908     60,000              0          40,907         11,328
- -----------------------------------------------------------------------------------------------------------------------------
James R. Faust                                    1995    301,121     37,150              0          47,494         14,829
 Executive Vice President--                       1994    200,000     37,150              0          51,236         12,346
 Marketing and Sales                              1993    189,785    102,100              0               0         14,150
- -----------------------------------------------------------------------------------------------------------------------------
Anthony J. Rotondi                                1995    213,672     54,375              0               0         12,667
 Sr. Vice President--                             1994    150,000     54,375              0               0         12,866
 Manufacturing and Information Technology         1993    142,000     54,400              0               0         11,816
- -----------------------------------------------------------------------------------------------------------------------------
William D. Greiter                                1995    210,771     38,808              0               0         12,528
 Senior Vice President                            1994    144,000     36,750              0               0         10,834
                                                  1993    138,000    105,570              0          61,063          8,994
- -----------------------------------------------------------------------------------------------------------------------------
Michael John Peninger                             1995    206,703     39,150              0               0         12,249
 Senior Vice President and                        1994    135,000     39,150              0               0         10,116
 Chief Financial Officer                          1993    125,487     33,594              0          25,708          8,994
</TABLE>
 
- ------------------------
1   This  column includes contributions made by Fortis Benefits for the year for
    the benefit for the  named individual to  a defined contribution  retirement
    plans.
 
LONG-TERM INCENTIVE PLAN AWARDS TABLE
(LONG-TERM INCENTIVE PLAN(1) AWARDS IN LAST FISCAL YEAR)
 
<TABLE>
<CAPTION>
                                                                       PERFORMANCE OR
                                                                        OTHER PERIOD      ESTIMATED FUTURE PAYOUTS UNDER
                                                        NUMBER OF           UNTIL          NON-STOCK PRICE BASED PLANS
                                                     SHARES, UNITS OR   MATURATION OR   ----------------------------------
NAME                                                   OTHER RIGHTS        PAYOUT       THRESHOLD    TARGET      MAXIMUM
- ---------------------------------------------------  ----------------  ---------------  ---------  ----------  -----------
<S>                                                  <C>               <C>              <C>        <C>         <C>
Robert B. Pollock..................................       172 Units         3 years      0 Units    348 Units    447 Units
James R. Faust.....................................       232 Units         3 years      0 Units    284 Units    852 Units
Anthony J. Rotondi.................................       216 Units         3 years      0 Units    170 Units    510 Units
William D. Greiter.................................       140 Units         3 years      0 Units    184 Units    552 Units
Michael John Peninger..............................       151 Units         3 years      0 Units    178 Units    534 Units
</TABLE>
 
- ------------------------
1   Units shown in this table represent performance units granted pursuant to an
    Executive  Incentive  Compensation Plan  in which  officers and  managers of
    Fortis Benefits participate. Awards are made pursuant to this plan based  on
    the employee's position with Fortis Benefits and salary level and the extent
    to   which  the  employee  and  Fortis  Benefits  meet  certain  performance
    objectives over 1- and 3-year periods.  Employees may elect to defer  awards
    payable to them under this plan.
 
As  additional  compensation to  its  employees and  executive  officers, Fortis
Benefits has an Employees' Uniform  Retirement Plan and an Executive  Retirement
Plan which generally provide an annual annuity benefit upon retirement at age 65
(or  a reduced benefit  upon early retirement)  equal to: .9%  of the employee's
Average Annual  compensation  up  to  the  employee's  social  security  covered
compensation,  plus  1.3%  of  compensation above  the  social  security covered
compensation, up  to  $235,840, as  adjusted  by  an index,  multiplied  by  the
employee's years of credited services.
 
In  addition,  Fortis  Benefits  provides  an  unfunded  Supplemental  Executive
Retirement Plan for certain  executives of Fortis Benefits.  Mr. Pollock is  the
only  named  executive currently  covered by  the  Plan. Under  the Supplemental
Executive Retirement Plan, the annual  benefit is calculated by subtracting  the
benefit  payable under the Employees' Uniform  Retirement Plan and the estimated
Social Security benefit from the "Target Benefit." The "Target Benefit" is equal
to 50% of  Final Average Salary  (average salary over  the final 36  consecutive
months  of employment) reduced for less than  20 years of service at retirement.
Upon retirement prior  to age 65  and after attaining  age 55 with  10 years  of
service,  special early retirement rules apply. The salary used to calculate the
Final Average  Salary consists  of regular  compensation and  the annual  target
incentive bonus of the participant. The estimated annual benefit of Mr. Pollock,
based on current compensation levels, under this plan is $33,504.
 
The  following  table illustrates  the COMBINED  estimated life  annuity benefit
payable from the  Employees' Uniform  Retirement Plan  and Executive  Retirement
Plan  to employees with the specified Final  Average Salary and years of service
upon retirement.
 
                                       22
<PAGE>
PENSION PLAN TABLE*
 
<TABLE>
<CAPTION>
                                                     YEARS OF SERVICE
                             ----------------------------------------------------------------
FINAL AVERAGE SALARY            10         15         20         25         30         35
- ---------------------------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>
$125,000...................  $  15,213  $  22,820  $  30,426  $  38,033  $  45,640  $  53,246
 150,000...................     18,463     27,695     36,926     46,158     55,390     64,621
 175,000...................     21,713     32,570     43,426     54,283     65,140     75,996
 200,000...................     24,963     37,445     49,926     62,408     74,890     87,371
 225,000...................     28,141     42,211     56,282     70,352     84,423     98,493
 250,000+..................     29,557     44,336     59,115     73,894     88,672    103,451
</TABLE>
 
- ------------------------
* The table excludes social security benefits.  In general, for the purposes  of
  these  plans, compensation includes salary and  bonuses. The credited years of
  service with  Fortis  Benefits for  these  individuals named  in  the  Summary
  Compensation Table above are as follows: 14, 4, 21, 10, and 9, respectively.
 
OWNERSHIP OF SECURITIES
   
All  of Fortis Benefits' outstanding shares are owned by Time Insurance Company,
515 West Wells, Milwaukee, Wisc. 53201, which is itself wholly owned by  Fortis,
Inc.,  One Chase Manhattan Plaza, New York, N.Y. 10005. Fortis, Inc., in turn is
wholly owned by Fortis  International, Inc., which is  wholly owned by  AMEV/VSB
1990  N.V., both of which share the same address with N.V. AMEV., Archimedeslaan
10, 3584 BA, Utrecht, The Netherlands. AMEV/VSB 1990 N.V. is 50% owned by Fortis
AMEV and 50% owned, through certain subsidiaries, by Fortis AG, Boulevard  Emile
Jacqmain 53, 1000 Brussels, Belgium.
    
 
VOTING PRIVILEGES
 
In accordance with its view of current applicable law, Fortis Benefits will vote
shares  of each  of the  Portfolios which are  attributable to  a Certificate at
regular and special meetings of the shareholders of Series Fund in proportion to
instructions received  from  the  persons  having the  voting  interest  in  the
Certificate as of the record date for the corresponding Series Fund shareholders
meeting.  Participants have the voting  interest during the Accumulation Period,
persons receiving annuity payments during the Annuity Period, and  Beneficiaries
after  the death  of the  Annuitant or  Participant. However,  if the Investment
Company Act of 1940 or any rules thereunder should be amended or if the  present
interpretation thereof should change, and as a result Fortis Benefits determines
that  it is permitted to vote shares of  the Portfolios in its own right, it may
elect to do so.
 
During the Accumulation Period, the number of shares of a Portfolio attributable
to a Certificate is  determined by dividing the  amount of Certificate Value  in
the  corresponding Subaccount pursuant to the  Certificate as of the record date
for the shareholders meeting by the net asset value of one Portfolio share as of
that date. During the  Annuity Period, or  after the death  of the Annuitant  or
Participant,   the  number  of  Portfolio  shares  deemed  attributable  to  the
Certificate will be computed in a comparable manner, based on the liability  for
future  variable  annuity  payments  allocable  to  that  Subaccount  under  the
Certificate as of the  record date. Such liability  for future payments will  be
calculated  on the basis  of the mortality assumptions  and the assumed interest
rate used in determining the number of Annuity Units credited to the Certificate
and the applicable  Annuity Unit value  on the record  date. During the  Annuity
Period,  the  number  of  votes attributable  to  a  Certificate  will generally
decrease since funds set aside to make the annuity payments will decrease.
 
Fortis  Benefits  will  vote  shares  for  which  it  has  received  no   timely
instructions,  and any shares attributable to excess amounts Fortis Benefits has
accumulated in the related Subaccount, in proportion to the voting  instructions
which  it receives with  respect to all Certificates  and other variable annuity
contracts participating in a  Portfolio. To the extent  that Fortis Benefits  or
any  affiliated company holds any  shares of a Portfolio,  they will be voted in
the same proportion as  instructions for that Portfolio  that are received  from
persons holding the voting interest with respect to all Fortis Benefits separate
accounts participating in that Portfolio. Shares held by separate accounts other
than  the  Variable  Account  will  in  general  be  voted  in  accordance  with
instructions of participants  in such other  separate accounts. This  diminishes
the relative voting influence of the Certificates.
 
Each  person having a  voting interest in  a Subaccount of  the Separate Account
will receive  proxy  material,  reports  and other  materials  relating  to  the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Series
Fund, ratification of the selection of its independent auditors, the approval of
the  investment  managers  of  a Portfolio,  changes  in  fundamental investment
policies of a Portfolio and all other matters  that are put to a vote by  Series
Fund shareholders.
 
LEGAL MATTERS
 
The  legality of the  Certificates described in this  Prospectus has been passed
upon by  Douglas  R. Lowe,  Esquire,  Associate  General Counsel  with  the  law
department  of  Fortis  Benefits.  Messrs.  Freedman,  Levy,  Kroll  &  Simonds,
Washington, D.C., have advised Fortis Benefits on certain federal securities law
matters.
 
OTHER INFORMATION
 
Registration Statements  have  been  filed  with  the  Securities  and  Exchange
Commission  under the  Securities Act  of 1933 as  amended, with  respect to the
Certificates discussed in this Prospectus. Not all of the information set  forth
in the Registration Statement, amendments and exhibits thereto has been included
in  this  Prospectus. Statements  contained  in this  Prospectus  concerning the
content of  the Certificates  and other  legal instruments  are intended  to  be
summaries.  For a complete statement of  the terms of these documents, reference
should be  made  to the  instruments  filed  with the  Securities  and  Exchange
Commission.
 
                                       23
<PAGE>
A  Statement of Additional  Information is available  upon request. Its contents
are as follows:
 
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                    PAGE
<S>                                              <C>
Fortis Benefits and the Variable Account.......           2
Calculation of Annuity Payments................           2
Postponement of Payments.......................           3
Services.......................................           4
  - Safekeeping of Variable Account Assets.....           4
  - Experts....................................           4
  - Principal Underwriter......................           4
Limitations on Allocations.....................           4
Change of Investment Adviser or Investment
 Policy........................................           4
Taxation Under Certain Retirement Plans........           5
Withholding....................................           9
Terms of Exemptive Relief in Connection With
 Mortality and Expense Risk Charge.............           9
Variable Account Financial Statements..........          10
APPENDIX A--Performance Information............         A-1
</TABLE>
 
FORTIS BENEFITS FINANCIAL STATEMENTS
The financial statements of Fortis Benefits that are included in this Prospectus
should be considered primarily as bearing  on the ability of Fortis Benefits  to
meet  its obligations under the Certificates.  The Certificates are not entitled
to participate in earnings, dividends or surplus of Fortis Benefits.
 
                                       24
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors
Fortis Benefits Insurance Company
 
   
We  have audited  the accompanying balance  sheets of  Fortis Benefits Insurance
Company as of December 31, 1995 and 1994, and the related statements of  income,
shareholder's  equity and cash flows  for each of the  three years in the period
ended December 31, 1995.  These financial statements  are the responsibility  of
the  Company's management. Our responsibility is  to express an opinion on these
financial statements based on our audits.
    
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
   
In our opinion, the  financial statements referred to  above present fairly,  in
all  material  respects, the  financial  position of  Fortis  Benefits Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
    
 
In 1993, as discussed in Note 2 to the financial statements, the Company changed
its method of accounting  for income taxes,  postretirement benefits other  than
pensions and certain investments in debt and equity securities.
 
/s/ Ernst & Young LLP
Minneapolis, Minnesota
February 14, 1996
 
                                       25
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                  DECEMBER 31
                                                                                          ---------------------------
                                                                                              1995           1994
                                                                                          ------------   ------------
<S>                                                                                       <C>            <C>
ASSETS
Investments--Note 4
  Fixed maturities, at fair value (amortized cost 1995--$1,951,204; 1994--$1,749,347)...  $  2,075,624   $  1,674,782
  Equity securities, at fair value (cost 1995--$60,935; 1994--$59,010)..................        78,852         64,552
  Mortgage loans on real estate, less allowance for possible losses (1995--$8,353;
   1994--$7,429)........................................................................       562,697        452,547
  Policy loans..........................................................................        53,863         49,221
  Short-term investments................................................................       153,499        117,562
  Real estate and other investments.....................................................        11,918         13,441
                                                                                          ------------   ------------
                                                                                             2,936,453      2,372,105
 
Cash....................................................................................             1         10,888
 
Receivables:
  Uncollected premiums..................................................................        55,992         40,667
  Reinsurance recoverable on unpaid and paid losses.....................................        11,812         15,181
  Due from affiliates...................................................................           388          2,220
  Other.................................................................................        14,581         12,593
                                                                                          ------------   ------------
                                                                                                82,773         70,661
 
Accrued investment income...............................................................        41,209         38,584
Deferred policy acquisition costs--Note 5...............................................       237,509        232,198
Property and equipment at cost, less accumulated depreciation--Note 6...................        60,031         56,939
Deferred federal income taxes--Note 8...................................................            --         48,509
Other assets............................................................................         3,551          1,120
Assets held in separate accounts--Note 9................................................     1,781,485      1,212,910
                                                                                          ------------   ------------
TOTAL ASSETS............................................................................  $  5,143,012   $  4,043,914
                                                                                          ------------   ------------
                                                                                          ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       26
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                    DECEMBER 31
                                                                                            ---------------------------
                                                                                                1995           1994
                                                                                            ------------   ------------
<S>                                                                                         <C>            <C>
POLICY RESERVES, LIABILITIES, AND SHAREHOLDER'S EQUITY
 
POLICY RESERVES AND LIABILITIES
  Future policy benefit reserves:
    Traditional life insurance............................................................  $    407,706   $    375,257
    Interest sensitive and investment products............................................     1,101,931        912,653
    Accident and health...................................................................       832,925        798,293
                                                                                            ------------   ------------
                                                                                               2,342,562      2,086,203
 
  Unearned premiums.......................................................................        13,044         16,145
  Other policy claims and benefits payable................................................       196,403        169,864
  Policyholder dividends payable..........................................................         7,930          6,793
                                                                                            ------------   ------------
                                                                                               2,559,939      2,279,005
  Accrued expenses........................................................................        68,441         45,905
  Current income taxes payable............................................................         5,375          4,352
  Deferred federal income taxes--Note 8...................................................         9,538             --
  Other liabilities.......................................................................        31,145         32,416
  Liabilities related to separate accounts................................................     1,757,476      1,208,039
                                                                                            ------------   ------------
TOTAL POLICY RESERVES AND LIABILITIES.....................................................     4,431,914      3,569,717
 
SHAREHOLDER'S EQUITY--Notes 1, 10 and 12
  Common stock, $5 par value, 1,000,000 shares authorized, issued and outstanding.........         5,000          5,000
  Additional paid-in capital..............................................................       408,000        358,000
  Retained earnings.......................................................................       207,421        153,551
  Unrealized gains (losses) on investments, net--Note 4...................................        88,131        (42,908)
  Unrealized gains on assets held in separate accounts net of deferred taxes of $1,371 in
   1995
   and $298 in 1994.......................................................................         2,546            554
                                                                                            ------------   ------------
TOTAL SHAREHOLDER'S EQUITY................................................................       711,098        474,197
                                                                                            ------------   ------------
TOTAL RESERVES, LIABILITIES, AND SHAREHOLDER'S EQUITY.....................................  $  5,143,012   $  4,043,914
                                                                                            ------------   ------------
                                                                                            ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       27
<PAGE>
STATEMENTS OF INCOME
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                            YEAR ENDED DECEMBER 31
                                                                                  ------------------------------------------
                                                                                      1995           1994           1993
                                                                                  ------------   ------------   ------------
<S>                                                                               <C>            <C>            <C>
REVENUES
  Insurance operations
    Traditional life insurance premiums.........................................  $    251,353   $    207,824   $    187,863
    Interest sensitive and investment product policy charges....................        46,076         37,823         28,778
    Accident and health premiums................................................       934,900        776,799        738,412
                                                                                  ------------   ------------   ------------
                                                                                     1,232,329      1,022,446        955,053
  Net investment income--Note 4.................................................       203,537        162,514        153,657
  Realized gains (losses) on investments--Note 4................................        55,080        (28,815)        73,623
  Other income..................................................................        33,085         35,958         27,100
                                                                                  ------------   ------------   ------------
      TOTAL REVENUES............................................................     1,524,031      1,192,103      1,209,433
BENEFITS AND EXPENSES
  Benefits to policyholders:
    Traditional life insurance..................................................       202,911        162,168        145,958
    Interest sensitive and investment products..................................        73,676         55,026         50,935
    Accident and health.........................................................       769,588        620,367        598,146
                                                                                  ------------   ------------   ------------
                                                                                     1,046,175        837,561        795,039
  Policyholder dividends........................................................         4,305          1,986          5,855
  Amortization of deferred policy acquisition costs--Note 5.....................        41,291         34,566         36,503
  Insurance commissions.........................................................        95,559         86,111         76,816
  General and administrative expenses...........................................       254,940        197,427        185,986
                                                                                  ------------   ------------   ------------
      TOTAL BENEFITS AND EXPENSES...............................................     1,442,270      1,157,651      1,100,199
                                                                                  ------------   ------------   ------------
Income before federal income taxes and cumulative effect of accounting
 changes........................................................................        81,761         34,452        109,234
Federal income taxes--Note 8....................................................        27,891         11,595         31,090
                                                                                  ------------   ------------   ------------
Income before cumulative effect of accounting changes...........................        53,870         22,857         78,144
  Cumulative effect of change in accounting for income taxes--Note 2............            --             --          4,814
  Cumulative effect of change in accounting for postretirement benefits other
   than pensions,
   net of tax--Note 2...........................................................            --             --         (1,251)
                                                                                  ------------   ------------   ------------
      NET INCOME................................................................  $     53,870   $     22,857   $     81,707
                                                                                  ------------   ------------   ------------
                                                                                  ------------   ------------   ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       28
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
   
<TABLE>
<CAPTION>
                                                                                                       UNREALIZED
                                                                                         UNREALIZED     GAINS ON
                                                               ADDITIONAL                   GAINS      ASSETS HELD
                                                    COMMON       PAID-IN     RETAINED    (LOSSES) ON   IN SEPARATE
                                                     STOCK       CAPITAL     EARNINGS    INVESTMENTS    ACCOUNTS       TOTAL
                                                  -----------  -----------  -----------  -----------  -------------  ---------
<S>                                               <C>          <C>          <C>          <C>          <C>            <C>
Balance January 1, 1993.........................   $   5,000    $ 345,000    $  52,634    $   4,263     $     657    $ 407,554
Net income......................................          --           --       81,707           --            --       81,707
Dividends to shareholder........................          --           --       (4,000)          --            --       (4,000)
Other...........................................          --           --          353           --            --          353
Change in unrealized gains on investments,
 net............................................          --           --           --        2,099            --        2,099
Change in unrealized gains on investments, net,
 resulting from initial adoption of FASB
 115--Note 1....................................          --           --           --       43,782            --       43,782
Change in unrealized gain on assets held in
 separate account, net of deferred tax expense
 of $238........................................          --           --           --           --           413          413
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1993.......................       5,000      345,000      130,694       50,144         1,070      531,908
Net income......................................          --           --       22,857           --            --       22,857
Additional paid-in capital......................          --       13,000           --           --            --       13,000
Change in unrealized losses on investments,
 net............................................          --           --           --      (93,052)           --      (93,052)
Change in unrealized gain on assets held in
 separate account, net of deferred tax benefit
 of $277........................................          --           --           --           --          (516)        (516)
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1994.......................       5,000      358,000      153,551      (42,908)          554      474,197
Net income......................................          --           --       53,870           --            --       53,870
Additional paid-in capital......................          --       50,000           --           --            --       50,000
Change in unrealized gains on investments,
 net............................................          --           --           --      131,039            --      131,039
Change in unrealized gain on assets held in
 separate account, net of deferred tax expense
 of $1,073......................................          --           --           --           --         1,992        1,992
                                                       -----   -----------  -----------  -----------        -----    ---------
Balance December 31, 1995.......................   $   5,000    $ 408,000    $ 207,421    $  88,131     $   2,546    $ 711,098
                                                       -----   -----------  -----------  -----------        -----    ---------
                                                       -----   -----------  -----------  -----------        -----    ---------
</TABLE>
    
 
                                       29
<PAGE>
STATEMENT OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                           YEAR ENDED DECEMBER 31
                                                                                ---------------------------------------------
                                                                                    1995            1994            1993
                                                                                -------------   -------------   -------------
<S>                                                                             <C>             <C>             <C>
OPERATING ACTIVITIES
  Net income..................................................................  $      53,870   $      22,857   $      81,707
  Adjustments to reconcile net income to net cash provided by operating
   activities:
    Cumulative effect of accounting changes...................................             --              --          (3,563)
    Increase in future policy benefit reserves for traditional, interest
     sensitive and accident and health policies...............................         80,478          79,014          58,299
    Increase (decrease) in other policy claims and benefits and policyholder
     dividends payable........................................................         27,676          10,075         (15,868)
    Decrease in deferred federal income taxes.................................        (13,584)         (2,356)         (9,776)
    Increase (decrease) in income taxes payable...............................          1,023           3,283         (12,733)
    Amortization of policy acquisition costs..................................         41,291          34,566          36,503
    Policy acquisition costs deferred.........................................        (56,391)        (54,349)        (45,841)
    Provision for mortgage loan losses........................................            924           1,105           1,648
    Provision for depreciation................................................         15,654          12,267           9,399
    Accrual of discount, net..................................................           (239)           (914)             72
    Change in receivables, accrued investment income, unearned premiums,
     accrued expenses and other liabilities...................................          3,427         (36,650)          5,751
    Net realized (gains) losses on investments................................        (55,080)         28,815         (73,623)
    Other.....................................................................         (2,431)           (135)            164
                                                                                -------------   -------------   -------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES...............................         96,618          97,578          32,139
INVESTING ACTIVITIES
  Purchase of fixed maturity investments......................................     (2,151,133)     (1,943,697)     (2,337,842)
  Sales or maturities of fixed maturity investments...........................      2,000,068       1,798,184       2,358,288
  (Increase) decrease in short-term investments...............................        (35,908)        (44,266)         28,756
  Purchase of other investments...............................................       (240,264)       (211,836)       (201,601)
  Sales or maturities of other investments....................................        112,598         104,399          75,539
  Purchase of property and equipment..........................................        (19,975)        (16,164)        (13,155)
  Purchase of group insurance business........................................             --          (6,644)         (5,521)
  Other.......................................................................          1,229             500              49
                                                                                -------------   -------------   -------------
      NET CASH USED BY INVESTING ACTIVITIES...................................       (333,385)       (319,524)        (95,487)
FINANCING ACTIVITIES
  Activities related to investment products:
    Considerations received...................................................        187,484         200,499          68,943
    Surrenders and death benefits.............................................        (60,522)        (19,207)        (37,262)
    Interest credited to policyholders........................................         48,918          31,867          30,024
  Additional paid-in capital from shareholder.................................         50,000          13,000              --
  Dividends paid to shareholder...............................................             --              --          (4,000)
                                                                                -------------   -------------   -------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES...............................        225,880         226,159          57,705
                                                                                -------------   -------------   -------------
      INCREASE (DECREASE) IN CASH.............................................        (10,887)          4,213          (5,643)
Cash at beginning of year.....................................................         10,888           6,675          12,318
                                                                                -------------   -------------   -------------
      CASH AT END OF YEAR.....................................................  $           1   $      10,888   $       6,675
                                                                                -------------   -------------   -------------
                                                                                -------------   -------------   -------------
</TABLE>
 
                       See notes to financial statements.
 
                                       30
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
 
DECEMBER 31, 1995
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
NATURE  OF OPERATIONS:  Fortis Benefits  Insurance Company  (the Company)  is an
affiliate of the worldwide Fortis group of companies owned by Fortis AMEV of the
Netherlands and Fortis AG of Belgium.  The Company is incorporated in  Minnesota
and  distributes  its products  in  all states  except  New York.  To  date, the
majority of  the  Company's  revenues  have been  derived  from  group  employee
benefits products and the remainder from individual life and annuity products.
    
 
BASIS  OF  STATEMENT PRESENTATION:  The  financial statements  are  presented in
conformity  with  generally  accepted  accounting  principles.  Certain  amounts
included  in the  1993 and 1994  financial statements have  been reclassified to
conform to the 1995 presentation.
 
RECOGNITION OF REVENUES, POLICY RESERVES AND LIABILITIES AND POLICY  ACQUISITION
COSTS: The Company follows generally accepted accounting principles which differ
in  certain respects from statutory accounting practices prescribed or permitted
by regulatory authorities. The more significant of these principles are:
 
    Premiums for  long-duration  traditional  life policies  are  recognized  as
    revenues  when due  over the  premium-paying period.  Liabilities for future
    policy benefits and  expenses are computed  using the net  level method  and
    include investment yield, mortality, withdrawal, and other assumptions based
    on  the Company's experience,  modified as necessary  to reflect anticipated
    trends and to include provisions for possible unfavorable deviations.
 
    Revenues for  universal  life and  investment  products consist  of  charges
    assessed  against policy account balances during  the period for the cost of
    insurance, policy  administration,  and  surrender  charges.  Future  policy
    benefit  reserves are  computed under  the retrospective  deposit method and
    consist of policy account balances  before applicable surrender charges  and
    certain  deferred policy initiation fees that are being recognized in income
    over the term of the policies. Policy benefits charged to expense during the
    period include  amounts  paid  in  excess of  policy  account  balances  and
    interest  credited  to policy  account balances.  Interest credit  rates for
    universal life and investment products ranged  from 4% to 7.80% in 1995  and
    1994.
 
    Premiums for long-term disability, short-term traditional life, and accident
    and  health are recognized  as revenues ratably over  the contract period in
    proportion to the  risk insured.  Liabilities for  future disability  income
    policy  benefits are based  on the 1964 Commissioners  Disability Table at 6
    percent interest. Calculated  reserves are modified  based on the  Company's
    actual experience. Claims and benefits payable for reported and incurred but
    not  reported  losses and  related loss  adjustment expenses  are determined
    using case-basis estimates and past  experience. The methods of making  such
    estimates  and establishing the related liabilities are continually reviewed
    and updated. Any adjustments resulting  therefrom are reflected in  earnings
    currently.
 
   
    For  interest sensitive and investment products, deferred policy acquisition
    costs are amortized  in relation to  profits. For group  life, accident  and
    health,  disability, and  dental insurance  business acquired  on October 1,
    1991 (see Note 3), the Company recorded the present value of future  profits
    as   deferred  policy  acquisition  costs.  These  costs  are  amortized  in
    proportion to premium revenue  over the estimated  premium paying period  of
    the  related policies  and, if  required, are  expensed when  such costs are
    deemed not  to be  recoverable from  future policy  revenues, including  the
    related investment income.
    
 
    For  insurance products issued subsequent to December 31, 1984, the costs of
    acquiring new business,  which vary  with and  are directly  related to  the
    production  of new  business, are deferred,  to the  extent recoverable from
    future profits, and  amortized against  income. The  period of  amortization
    varies depending upon the product. For traditional life products, the policy
    acquisition  costs are deferred and amortized over the premium paying period
    of the contracts. For interest sensitive and investment products, the policy
    acquisition costs  are deferred  and amortized  in relation  to the  present
    value of estimated future gross profits.
 
INVESTMENTS:  The  Company's  investment  strategy is  developed  based  on many
factors including insurance liability matching, rate of return, maturity, credit
risk, tax considerations and regulatory requirements.
 
Prior to December 31, 1993, the Company classified fixed maturity investments as
available-for-sale recorded at the lower  of amortized cost or market,  computed
on  a portfolio basis. Equity securities were carried at fair value. At December
31, 1993, all  fixed maturity securities  were classified as  available-for-sale
and  carried at fair value. The effect of adopting Statement 115 at December 31,
1993 was to  increase the carrying  amount of fixed  maturities by  $76,309,000,
policyholder   dividends  payable  by  $2,684,000,   deferred  income  taxes  by
$23,575,000 and shareholder's equity by  $43,782,000 and to reduce the  carrying
amount  of deferred policy  acquisition costs by  $6,268,000. Beginning in 1994,
the classification of fixed  maturity investments between available-for-sale  or
held  to maturity is made at the  time of each purchase and, prospectively, that
classification is reevaluated as of each balance sheet date.
 
Changes in market values of available-for-sale securities, after deferred income
taxes and after adjustment for  the amortization of deferred policy  acquisition
costs,  and  participating  policyholders'  share of  earnings  are  reported as
unrealized gains (losses) on investments  directly in shareholder's equity  and,
accordingly,  have  no  effect on  net  income.  The offsets  to  the unrealized
appreciation or depreciation represent valuation adjustments relating to amounts
of additional  deferred policy  acquisition costs  or amortization  of  deferred
policy  acquisition costs and the  additional liabilities established for future
policyholder benefits and  participating policyholders' share  of the  Company's
earnings  that would have been required as  a charge or credit to operations had
such unrealized amounts been realized.
 
Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the initial  principal loaned  not exceed  80%  of the  appraised value  of  the
property  securing  the  loan. The  Company's  policy fully  complies  with this
statute. Mortgage loans on real estate are reported at unpaid balances, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains  and
losses on investments. Policy loans are reported at unpaid balance.
 
                                       31
<PAGE>
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Realized  gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.
 
PROPERTY AND  EQUIPMENT:  Property  and  equipment are  recorded  at  cost  less
accumulated  depreciation. The Company provides  for depreciation principally on
the straight  line  method  over  the estimated  useful  lives  of  the  related
property.
 
INCOME  TAXES: Income  taxes have  been provided  using the  liability method in
accordance with  Financial Accounting  Standards Board  ("FASB") Statement  109,
ACCOUNTING  FOR INCOME TAXES. Deferred tax assets and liabilities are determined
based on the differences between the  financial reporting and the tax bases  and
are measured using the enacted tax rates.
 
SEPARATE  ACCOUNTS:  Assets and  liabilities  associated with  separate accounts
relate to  premium and  annuity  considerations for  variable life  and  annuity
products  for  which the  contract holder,  rather than  the Company,  bears the
investment risk. Separate account assets are reported at fair value.
 
GUARANTY FUND ASSESSMENTS: The economy and other factors have caused an increase
in the number of insurance companies that are under regulatory supervision. This
circumstance may result in an increase  in assessments by state guaranty  funds,
or  voluntary  payments  by  solvent insurance  companies,  to  cover  losses to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be partially  recovered through  a reduction  in future  premium taxes  in  some
states.  The Company  is not  able to reasonably  estimate the  impact of future
assessments on its financial position but does not believe that the impact  will
be material.
 
   
USE  OF  ESTIMATES: The  preparation of  financial  statements in  conformity of
generally accepted accounting principles  requires management to make  estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
    
 
2.  CHANGES IN ACCOUNTING PRINCIPLES
 
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS: Effective
January  1, 1993, the Company adopted  FASB Statement 106, EMPLOYERS' ACCOUNTING
FOR  POSTRETIREMENT  BENEFITS  OTHER  THAN  PENSIONS.  The  Company  elected  to
immediately  recognize the  cumulative effect of  this change  in accounting for
postretirement benefits of  $1,895,000 ($1,251,000  net of  deferred income  tax
benefit),  which  represents the  accumulated postretirement  benefit obligation
existing at January 1,  1993. The impact of  Statement 106 on operating  results
for 1993 was not material.
 
ACCOUNTING FOR INCOME TAXES: Effective January 1, 1993, the Company adopted FASB
Statement 109, ACCOUNTING FOR INCOME TAXES. Statement 109 provides for a balance
sheet  approach in determining  deferred income tax  assets and liabilities. The
cumulative effect of adopting Statement 109 increased the Company's deferred tax
asset and net income by approximately $4,814,000 in 1993.
 
ACCOUNTING AND  REPORTING FOR  REINSURANCE OF  SHORT-DURATION AND  LONG-DURATION
CONTRACTS:  In  1993, the  Company adopted  FASB  Statement 113,  ACCOUNTING AND
REPORTING FOR REINSURANCE OF  SHORT-DURATION AND LONG-DURATION CONTRACTS.  Under
Statement  113,  amounts  paid  or  deemed to  have  been  paid  for reinsurance
contracts are recorded as reinsurance recoverables.
 
ACCOUNTING FOR  CERTAIN DEBT  AND EQUITY  SECURITIES: The  Company adopted  FASB
Statement 115, ACCOUNTING FOR CERTAIN DEBT AND EQUITY SECURITIES, as of December
31,   1993.  Under  Statement  115,  all  fixed  maturities  are  classified  as
available-for-sale and carried at fair  value, while equity securities  continue
to  be carried  at fair value.  Adoption of Statement  115 had no  effect on net
income in 1993.
 
3.  ACQUIRED BUSINESS
    In October, 1991, the Company  purchased certain assets and assumed  certain
liabilities  from The  Mutual Benefit  Life Insurance  Company in Rehabilitation
(MBL). The  seller  transferred  to  the Company,  the  assets  and  liabilities
relating to the group life, accident and health, disability and dental insurance
business  of MBL. The acquisition  was accounted for as  a purchase. The Company
purchased this business for $318,000,000. Per contractual agreement,  additional
payments were paid to MBL based upon the persistency of the long term disability
portion  of  the  business. Under  terms  of  this agreement,  the  Company paid
$6,644,000, $5,521,000 and  $8,685,000 in  1994, 1993,  and 1992,  respectively.
This  additional purchase price was accounted for as deferred policy acquisition
costs. No additional payments will be made.
 
                                       32
<PAGE>
4.  INVESTMENTS
AVAILABLE FOR SALE SECURITIES: The following  is a summary of the available  for
sale securities (in thousands):
 
<TABLE>
<CAPTION>
                                                                       GROSS          GROSS
                                                      AMORTIZED      UNREALIZED     UNREALIZED
                                                         COST           GAIN           LOSS        FAIR VALUE
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
December 31, 1995:
  Fixed Income Securities:
    Governments....................................  $   453,406    $    36,938    $       142    $   490,202
    Public utilities...............................       55,793          4,617             --         60,410
    Industrial & miscellaneous.....................    1,420,374         82,705          1,282      1,501,797
    Other..........................................       21,631          1,586              2         23,215
                                                     ------------   ------------        ------    ------------
      Total........................................    1,951,204        125,846          1,426      2,075,624
  Equity Securities................................       60,935         20,321          2,404         78,852
                                                     ------------   ------------        ------    ------------
      Total........................................  $ 2,012,139    $   146,167    $     3,830    $ 2,154,476
                                                     ------------   ------------        ------    ------------
                                                     ------------   ------------        ------    ------------
December 31, 1994:
  Fixed Income Securities:
    Governments....................................  $   829,607    $     1,129    $    40,642    $   790,094
    Public utilities...............................       60,885          1,132          1,389         60,628
    Industrial & miscellaneous.....................      847,018          3,184         38,505        811,697
    Other..........................................       11,837            764            238         12,363
                                                     ------------   ------------        ------    ------------
      Total........................................    1,749,347          6,209         80,774      1,674,782
  Equity Securities................................       59,010          9,896          4,354         64,552
                                                     ------------   ------------        ------    ------------
      Total........................................  $ 1,808,357    $    16,105    $    85,128    $ 1,739,334
                                                     ------------   ------------        ------    ------------
                                                     ------------   ------------        ------    ------------
</TABLE>
 
The  amortized cost  and fair value  of available-for-sale  investments in fixed
maturities at December 31,  1995, by contractual maturity,  are shown below  (in
thousands).  Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without  call
or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                            AMORTIZED
                                                                               COST        FAIR VALUE
                                                                           ------------   ------------
<S>                                                                        <C>            <C>
Due in one year or less..................................................  $    80,474    $    80,960
Due after one year through five years....................................      472,741        487,764
Due after five years through ten years...................................      687,374        727,723
Due after ten years......................................................      710,615        779,177
                                                                           ------------   ------------
    Total................................................................  $ 1,951,204    $ 2,075,624
                                                                           ------------   ------------
                                                                           ------------   ------------
</TABLE>
 
MORTGAGE  LOANS: The Company has issued  commercial mortgage loans on properties
located throughout the  country. Approximately 35%  of outstanding principal  is
concentrated  in the states of California, Florida  and New York at December 31,
1995 as compared to concentrated interests in California, Florida, and Texas  of
34%  at December 31,  1994. Loan commitments  outstanding totaled $10,030,000 at
December 31, 1995.
 
In May 1993, FASB issued Statement  114, ACCOUNTING BY CREDITORS FOR  IMPAIRMENT
OF A LOAN, which becomes effective for fiscal years beginning after December 15,
1994,  and  which  the Company  adopted  in  1995. Statement  114  requires that
impaired loans are to  be valued at  the present value  of expected future  cash
flows  discounted  at the  loan's effective  interest rate,  or, as  a practical
expedient, at the loan's  observable market price, or  the fair market value  of
the  collateral if the loan is collateral  dependent. The impact of adoption was
not material to the Company's financial position or operating results.
 
INVESTMENTS ON DEPOSIT: The Company had  fixed maturities and mortgage loans  on
real  estate carried at $2,385,000 and $8,132,000, respectively, at December 31,
1995, and  $2,635,000  and $8,132,000  respectively,  at December  31,  1994  on
deposit with various governmental authorities as required by law.
 
NET  UNREALIZED  GAINS  (LOSSES):  The adjusted  net  unrealized  gains (losses)
recorded in shareholder's equity were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                 1995           1994           1993
                                                                             ------------   ------------   ------------
<S>                                                                          <C>            <C>            <C>
Change in unrealized gains (losses) before adjustment for the following
 items:....................................................................  $    214,452   $   (155,923)  $     80,288
  Capitalization (amortization) of deferred policy acquisition costs.......        (9,789)         9,288         (6,268)
  Participating policyholders' share of earnings...........................            --          2,684         (2,684)
  Deferred income taxes....................................................       (71,632)        50,383        (25,042)
                                                                             ------------   ------------   ------------
Change in net unrealized gains (losses)....................................       133,031        (93,568)        46,294
Net unrealized gains, beginning of the year................................       (42,354)        51,214          4,920
                                                                             ------------   ------------   ------------
Net unrealized gains (losses), end of year.................................  $     90,677   $    (42,354)  $     51,214
                                                                             ------------   ------------   ------------
                                                                             ------------   ------------   ------------
</TABLE>
 
                                       33
<PAGE>
4.  INVESTMENTS (CONTINUED)
NET  INVESTMENT  INCOME  AND  REALIZED  GAINS  (LOSSES)  ON  INVESTMENTS:  Major
categories  of net investment income and  realized gains (losses) on investments
for each year were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                                  REALIZED GAINS (LOSSES)
                                                                  NET INVESTMENT INCOME               ON INVESTMENTS
                                                             -------------------------------  -------------------------------
                                                               1995       1994       1993       1995       1994       1993
                                                             ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                          <C>        <C>        <C>        <C>        <C>        <C>
Fixed maturities...........................................  $ 139,062  $ 119,668  $ 120,844  $  50,393  $ (27,854) $  70,626
Equity securities..........................................      2,026      1,937      1,490      2,830      1,352      3,955
Mortgage loans on real estate..............................     49,227     36,816     28,370       (242)    (2,992)    (1,805)
Policy loans...............................................      2,797      2,731      3,004         --         --         --
Short-term investments.....................................     11,863      4,671      4,282         (3)       (60)         1
Real estate & other investments............................      4,750      2,138      1,171      2,102        739        846
                                                             ---------  ---------  ---------  ---------  ---------  ---------
    Tota1..................................................    209,725    167,961    159,161  $  55,080  $ (28,815) $  73,623
                                                                                              ---------  ---------  ---------
                                                                                              ---------  ---------  ---------
Expenses...................................................     (6,188)    (5,447)    (5,504)
                                                             ---------  ---------  ---------
                                                             $ 203,537  $ 162,514  $ 153,657
                                                             ---------  ---------  ---------
                                                             ---------  ---------  ---------
</TABLE>
 
Proceeds from  sales of  investments in  fixed maturities  were  $2,000,068,000,
$1,798,185,000,  and $2,335,230,000 in 1995,  1994 and 1993, respectively. Gross
gains  of  $61,070,000,  $16,618,000,  and  $75,133,000  and  gross  losses   of
$10,677,000,  $44,472,000, and  $4,507,000 were realized  on the  sales in 1995,
1994, and 1993, respectively.
 
5.  DEFERRED POLICY ACQUISITION COSTS
    The changes in deferred policy acquisition costs by product were as  follows
(in thousands):
 
<TABLE>
<CAPTION>
                                                                        INTEREST
                                                                      SENSITIVE AND
                                                         TRADITIONAL   INVESTMENT    ACCIDENT AND
                                                            LIFE        PRODUCTS        HEALTH        TOTAL
                                                         -----------  -------------  -------------  ---------
<S>                                                      <C>          <C>            <C>            <C>
Balance January 1, 1994................................   $  61,474     $  87,946      $  47,063    $ 196,483
Acquisition costs deferred:
  Acquired business....................................          --            --          6,644        6,644
  Other business.......................................          --        54,349             --       54,349
Acquisition costs amortized............................     (11,564)      (10,274)       (12,728)     (34,566)
Allowance for additional amortization from unrealized
 gains on available-for-sale securities................          --         9,288             --        9,288
                                                         -----------  -------------  -------------  ---------
Balance December 31, 1994..............................   $  49,910     $ 141,309      $  40,979    $ 232,198
Acquisition costs deferred:
  Other business.......................................          --        56,391             --       56,391
Acquisition costs amortized............................     (11,378)      (17,071)       (12,842)     (41,291)
Additional amortization of deferred acquisition costs
 from unrealized losses on available-for-sale
 securities............................................          --        (9,789)            --       (9,789)
                                                         -----------  -------------  -------------  ---------
Balance December 31, 1995..............................   $  38,532     $ 170,840      $  28,137    $ 237,509
                                                         -----------  -------------  -------------  ---------
                                                         -----------  -------------  -------------  ---------
</TABLE>
 
Included  within total deferred policy acquisition costs at December 31, 1995 is
$46,750,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. The estimated amount of PVP to be amortized  during
each   of   the   next  three   years   is  as   follows:   1996--  $19,210,000;
1997--$17,262,000; 1998--$10,278,000.
 
   
During 1995,  1994,  and 1993,  the  Company  sold portions  of  its  investment
portfolio  and  in accordance  with FASB  Statement 97,  the recognition  of the
realized capital (losses) gains resulted in (reduced) additional amortization of
acquisition  costs   deferred  of   $4,825,000,  $(935,000),   and   $5,400,000,
respectively. In addition, the Company (reduced) recorded policyholder dividends
payable of $1,095,000 in 1995, $(761,000) in 1994 and $2,800,000 in 1993.
    
 
                                       34
<PAGE>
6.  PROPERTY AND EQUIPMENT
    A summary of property and equipment for each year follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                         1995       1994
                                                                                       ---------  ---------
<S>                                                                                    <C>        <C>
Land.................................................................................  $   1,900  $   1,900
Building and improvements............................................................     23,319     23,084
Furniture and equipment..............................................................     85,592     68,017
                                                                                       ---------  ---------
                                                                                         110,811     93,001
Less accumulated depreciation........................................................    (50,780)   (36,062)
                                                                                       ---------  ---------
Net property and equipment...........................................................  $  60,031  $  56,939
                                                                                       ---------  ---------
                                                                                       ---------  ---------
</TABLE>
 
7.  UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES
    Activity  for the liability for unpaid accident and health claims and claims
adjustment expense is summarized as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                              -------------------------------
                                                                                1995       1994       1993
                                                                              ---------  ---------  ---------
<S>                                                                           <C>        <C>        <C>
Balance as of January 1, net of reinsurance recoverables....................  $ 838,810  $ 806,538  $ 776,194
Add: Incurred losses related to:
  Current year..............................................................    827,261    656,052    612,621
  Prior years...............................................................    (28,520)   (58,218)   (41,619)
                                                                              ---------  ---------  ---------
    Total incurred losses...................................................    798,741    597,834    571,002
Deduct: Paid losses related to:
  Current year..............................................................    492,460    377,595    353,124
  Prior years...............................................................    216,259    187,967    187,534
                                                                              ---------  ---------  ---------
    Total paid losses.......................................................    708,719    565,562    540,658
                                                                              ---------  ---------  ---------
Balance as of December 31, net of reinsurance recoverables..................  $ 928,832  $ 838,810  $ 806,538
                                                                              ---------  ---------  ---------
                                                                              ---------  ---------  ---------
</TABLE>
 
In 1995,  the accident/health  business experienced  overall unfavorable  claims
experience. The unfavorable experience was the result of medical cost trends and
the  negative impact of medical premium  rate restrictions in certain states. In
1994 and  1993,  the  accident/health  business  experienced  overall  favorable
development  on claims  reserves established  as of  the previous  year end. The
favorable  development  was  a  result  of  lower  medical  costs  due  to  less
uncertainty  in  the  health  business,  a  reduction  of  loss  reserves  which
considered historically  high  inflation  in  medical  costs  and,  in  1994,  a
refinement in the claims reserve estimates.
 
8.  FEDERAL INCOME TAXES
    The  Company reports its taxable income in a consolidated federal income tax
return along  with other  affiliated  subsidiaries of  Fortis, Inc.  Income  tax
expense  or credits are allocated among  the affiliated subsidiaries by applying
corporate income tax rates  to taxable income or  loss determined on a  separate
return basis according to a Tax Allocation Agreement.
 
The  cumulative effect of  adopting Statement 109  as of January  1, 1993 was to
increase net income for 1993 by $4,814,000. An increase in the tax rate from 34%
to 35% was effective  in the third  quarter of 1993 and  resulted in a  $305,000
increase in net income from the recalculation of the deferred liability account.
 
Deferred  income  taxes reflect  the net  tax  effects of  temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.
 
                                       35
<PAGE>
8.  FEDERAL INCOME TAXES (CONTINUED)
The significant components of the Company's deferred tax liabilities and  assets
as of December 31, 1995 and 1994 are as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                         1995       1994
                                                                       ---------  ---------
<S>                                                                    <C>        <C>
Deferred tax assets:
  Reserves...........................................................  $  54,346  $  42,715
  Separate account assets/liabilities................................     34,386     27,663
  Unrealized losses..................................................         --     22,806
  Accrued liabilities................................................     13,781     14,565
  Claims and benefits payable........................................      2,626      1,976
  Other..............................................................        123      1,393
                                                                       ---------  ---------
    Total deferred tax assets........................................    105,262    111,118
Deferred tax liabilities:
  Unrealized gains...................................................     48,826         --
  Deferred policy acquisition costs..................................     60,930     55,329
  Investments........................................................         --      1,194
  Fixed assets.......................................................      5,044      6,086
                                                                       ---------  ---------
    Total deferred tax liabilities...................................    114,800     62,609
                                                                       ---------  ---------
    Net deferred tax asset (liability)...............................  $  (9,538) $  48,509
                                                                       ---------  ---------
                                                                       ---------  ---------
</TABLE>
 
The  Company is required to  establish a valuation allowance  for any portion of
the deferred tax  asset that management  believes will not  be realized. In  the
opinion  of management, it is more likely than not that the Company will realize
the benefit  of the  deferred  tax assets,  and,  therefore, no  such  valuation
allowance has been established.
 
The  Company's tax  expense before  cumulative effect  of accounting  changes is
shown as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Current.......................................................  $  39,660  $  15,046  $  35,747
Deferred......................................................    (11,769)    (3,451)    (4,657)
                                                                ---------  ---------  ---------
                                                                $  27,891  $  11,595  $  31,090
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Tax payments  were made  of $47,711,000,  $18,080,000 and  $53,600,000 in  1995,
1994,  and  1993,  respectively. Tax  refunds  were received  of  $7,258,000 and
$7,729,000 in 1995 and 1994, respectively.
 
The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:
 
<TABLE>
<CAPTION>
                                                                        1995        1994        1993
                                                                       -----       -----       -----
<S>                                                                  <C>         <C>         <C>
Statutory income tax rate..........................................       35.0%       35.0%       35.0%
Tax audit provision................................................        0.0%        0.8%       (4.6)%
Other, net.........................................................       (0.9)%      (2.1)%      (1.9)%
                                                                           ---         ---         ---
                                                                          34.1%       33.7%       28.5%
                                                                           ---         ---         ---
                                                                           ---         ---         ---
</TABLE>
 
9.  ASSETS HELD IN SEPARATE ACCOUNTS
    Separate account assets were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                        1995           1994
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
Premium and annuity considerations for the variable annuity
 products and variable universal life product for which the
 contract holder, rather than the Company, bears the investment
 risk.............................................................  $  1,757,476   $  1,208,038
Assets of the separate accounts owned by the Company, at fair
 value............................................................        24,009          4,872
                                                                    ------------   ------------
                                                                    $  1,781,485   $  1,212,910
                                                                    ------------   ------------
                                                                    ------------   ------------
</TABLE>
 
                                       36
<PAGE>
10. STATUTORY ACCOUNTING PRACTICES
    Reconciliations of  net income  and  shareholder's equity  on the  basis  of
statutory  accounting  to  the  related amounts  presented  in  the accompanying
statements were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                                                    SHAREHOLDER'S EQUITY
                                                                             NET INCOME
                                                                   -------------------------------  --------------------
                                                                     1995       1994       1993       1995       1994
                                                                   ---------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>        <C>
Based on statutory accounting practices..........................  $  30,576  $  49,759  $  46,605  $ 377,040  $ 304,231
Deferred policy acquisition costs................................     15,100     19,783      9,338    237,509    232,198
Investment valuation differences.................................        330        370        520    114,413    (85,944)
Deferred and uncollected premiums................................        303        (14)     1,655     (7,372)    (8,393)
Unearned premiums................................................      1,829      1,126      7,035    (11,179)   (13,008)
Loading and equity in unearned premiums..........................        (56)       316       (179)        94         85
Property and equipment...........................................       (178)      (204)       (63)    27,172     22,027
Policy reserves..................................................    (31,011)   (26,655)   (38,558)  (103,174)   (72,192)
Current income taxes payable.....................................     (1,294)        --      4,656     (7,895)    (4,786)
Deferred income taxes............................................     11,769      2,356      9,776     (9,538)    48,509
Realized gains (losses) on investments...........................      1,938     (1,052)     3,651         --         --
Realized gains (losses) transferred to the Interest Maintenance
 Reserve (IMR), net of tax.......................................     31,711    (18,456)    40,459         --         --
Amortization of IMR, net of tax..................................     (5,261)    (5,479)    (3,777)        --         --
Interest maintenance reserve.....................................         --         --         --     53,814     27,364
Asset valuation reserve..........................................         --         --         --     48,507     32,011
Cumulative effect of accounting changes..........................         --         --      3,563         --         --
Other, net.......................................................     (1,886)     1,007     (2,974)    (8,293)    (7,905)
                                                                   ---------  ---------  ---------  ---------  ---------
                                                                   $  53,870  $  22,857  $  81,707  $ 711,098  $ 474,197
                                                                   ---------  ---------  ---------  ---------  ---------
                                                                   ---------  ---------  ---------  ---------  ---------
</TABLE>
 
11. REINSURANCE
    The maximum amount that the Company retains  on any one life is $750,000  of
life  insurance including  accidental death. Amounts  in excess  of $750,000 are
reinsured with other life insurance companies on a yearly renewable term basis.
 
Ceded reinsurance premiums were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Life Insurance................................................  $   4,661  $   5,571  $   4,366
Accident & Health Insurance...................................      3,410     36,782     37,088
                                                                ---------  ---------  ---------
                                                                $   8,071  $  42,353  $  41,454
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Recoveries under reinsurance contracts were as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Life Insurance................................................  $   2,489  $   1,650  $   6,963
Accident & Health Insurance...................................      8,807     19,913     15,448
                                                                ---------  ---------  ---------
                                                                $  11,296  $  21,563  $  22,411
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
Reinsurance ceded  would become  a liability  of the  Company in  the event  the
reinsurers  are unable  to meet  the obligations  assumed under  the reinsurance
agreements. To  minimize its  exposure to  significant losses  from  reinsurance
insolvencies,  the Company evaluates  the financial condition  of its reinsurers
and monitors  concentrations  of credit  risk  arising from  similar  geographic
regions, activities or economic characteristics of the reinsurers.
 
12. STATUTORY INFORMATION
    Dividend  distributions  to  parent are  restricted  as to  amount  by state
regulatory requirements. The Company had $37,204,000 free from such restrictions
at December  31, 1995.  Distributions in  excess of  this amount  would  require
regulatory approval.
 
   
Statutory-basis  financial statements are prepared in accordance with accounting
practices prescribed or permitted by Minnesota Insurance regulatory authorities.
Prescribed statutory accounting practices include  a variety of publications  of
the  National Association of Insurance Commissioners  ("NAIC"), as well as state
laws,  regulations  and  general   administrative  rules.  Permitted   statutory
accounting  practices encompass all accounting practices not so prescribed; such
practices may differ  from state to  state, may differ  from company to  company
within  a state,  and may  change in the  future. The  NAIC is  currently in the
process of  codifying statutory  accounting practices.  This project,  which  is
expected  to  be completed  in 1996,  may  result in  changes to  the accounting
practices that  insurance  enterprises  use  to  prepare  their  statutory-basis
financial statements.
    
 
Insurance  enterprises are required by State  Insurance Departments to adhere to
minimum risk-based capital ("RBC")  requirements developed by  the NAIC. All  of
the Company's insurance subsidiaries exceed minimum RBC requirements.
 
                                       37
<PAGE>
13. TRANSACTIONS WITH AFFILIATED COMPANIES
    The  Company  receives various  services  from Fortis,  Inc.  These services
include  assistance  in  benefit   plan  administration,  corporate   insurance,
accounting,  tax, auditing,  investment and other  administrative functions. The
fees paid to Fortis, Inc.  for these services for  the years ended December  31,
1995, 1994, and 1993, were $10,074,000, $8,944,000, and $8,595,000 respectively.
 
In  conjunction with the marketing of its variable annuity products, the Company
paid $59,308,000, $57,307,000, and $27,931,000, in commissions to its affiliate,
Fortis Investors, Inc. for  the years ended December  31, 1995, 1994, and  1993,
respectively.
 
14. FAIR VALUE DISCLOSURES
VALUATION  METHODS AND ASSUMPTIONS: Investments are reported in the accompanying
balance sheets on the following basis:
 
    The fair  values for  fixed maturity  securities and  equity securities  are
based  on quoted market  prices, where available.  For fixed maturity securities
not actively  traded,  fair values  are  estimated using  values  obtained  from
independent  pricing  services  or,  in  the  case  of  private  placements, are
estimated by discounting expected future cash flows using a current market  rate
applicable to the yield, credit quality, and maturity of the investments.
 
    Mortgage  loans are reported at unpaid principal balance less allowances for
possible  losses.  The  fair  values  of  mortgage  loans  are  estimated  using
discounted  cash flow analyses, using interest rates currently being offered for
similar loans  to borrowers  with  similar credit  ratings. Loans  with  similar
characteristics are aggregated for purposes of the calculations. The fair values
for the Company's policy reserves under investment products are determined using
cash surrender value.
 
    The  fair values under all insurance  contracts are taken into consideration
in the  Company's  overall management  of  interest  rate risk,  such  that  the
Company's  exposure to changing interest rates is minimized through the matching
of investment maturities with amounts due under insurance contracts.
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31
                                                       ---------------------------------------------------------
                                                                  1995                          1994
                                                       ---------------------------   ---------------------------
                                                         CARRYING                      CARRYING
                                                          AMOUNT       FAIR VALUE       AMOUNT       FAIR VALUE
                                                       ------------   ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>            <C>
Assets:
  Investments:
    Securities available-for-sale:
      Fixed maturities...............................  $  2,075,624   $  2,075,624   $  1,674,782   $  1,674,782
      Equity securities..............................        78,852         78,852         64,552         64,552
    Mortgage loans on real estate....................       562,697        605,501        452,547        434,503
    Policy loans.....................................        53,863         53,863         49,221         49,221
    Short-term investments...........................       153,499        153,499        117,562        117,562
    Cash.............................................             1              1         10,888         10,888
    Assets held in separate accounts.................     1,781,485      1,781,485      1,212,910      1,212,910
Liabilities:
  Individual and group annuities (subject to
   discretionary withdrawal).........................       865,623        834,621        692,196        657,454
</TABLE>
 
15. COMMITMENTS AND CONTINGENCIES
    The Company is named  as a defendant  in a number  of legal actions  arising
primarily  from claims  made under insurance  policies. These  actions have been
considered in establishing policy benefit and loss reserves. Management and  its
legal  counsel are of the opinion that  the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.
 
16. RETIREMENT AND OTHER EMPLOYEE BENEFITS
    The Company participates in the Fortis, Inc. noncontributory defined benefit
pension plan covering substantially all of its employees. Benefits are based  on
years  of service and the employee's  compensation during such years of service.
Fortis, Inc. is not  able to segregate Company  specific benefit obligations  or
plan  assets. On an aggregate basis, the  fair value of plan assets exceeded the
accumulated benefit obligations as of December 31, 1995.
 
The Company has a profit sharing plan covering substantially all employees which
provides benefits payable  to participants  on retirement or  disability and  to
beneficiaries  of  participants in  event  of the  participant's  death. Amounts
contributed to the plan and expensed by the Company were $3,765,000,  $3,536,000
and $3,399,000 in 1995, 1994, and 1993, respectively.
 
                                       38
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS
The formula which will be used to determine the Market Value Adjustment is:
 
<TABLE>
<C>  <C>         <C>  <C>   <S>
        1 + I         n/12
      ----------            - 1
 (   1 + J + .005  )
</TABLE>
 
Sample Calculation 1: Positive Adjustment
 
<TABLE>
<S>                                       <C>
Amount withdrawn or transferred           $10,000
Existing Guarantee Period                 7 years
Time of withdrawal or transfer            beginning of 3rd year of Existing
                                          Guarantee Period
Guaranteed Interest Rate (I)              8%*
Guaranteed Interest Rate for
  new 5-year guarantee (J)                7%*
Remaining Guarantee Period (N)            60 months
Market Value Adjustment
</TABLE>
 
<TABLE>
<S>       <C> <C>            <C> <C>   <C>   <C>
                 1 + .08         60/12
$10,000 x      ------------            - 1]  = $234.73
          [(  1 + .07 + .005  )
</TABLE>
 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,234.73
 
Sample Calculation 2: Negative Adjustment
 
<TABLE>
<S>                                       <C>
Amount withdrawn or transferred           $10,000
Existing Guarantee Period                 7 years
Time of withdrawal or transfer            beginning of 3rd year of Existing
                                          Guarantee Period
Guaranteed Interest Rate (I)              8%*
Guaranteed Interest Rate for
  new 5-year guarantee (J)                9%*
Remaining Guarantee Period (N)            60 months
Market Value Adjustment:
</TABLE>
 
<TABLE>
<S>       <C> <C>            <C> <C>   <C>   <C>
                 1 + .08         60/12
$10,000 x      ------------            - 1]  = - $666.42
          [(  1 + .09 + .005  )
</TABLE>
 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,333.58
 
Sample Calculation 3: Negative Adjustment
 
<TABLE>
<S>                                       <C>
Amount withdrawn or transferred           $10,000
Guarantee Period                          7 years
Time of withdrawal or transfer            beginning of 3rd year of Existing
                                          Guarantee Period
Guaranteed Interest Rate (I)              8%*
Guaranteed Interest Rate for
  new 5-year guarantee (J)                7.75%*
Remaining Guarantee Period (N)            60 months
Market Value Adjustment:
</TABLE>
 
<TABLE>
<S>       <C> <C>              <C> <C>   <C>   <C>
                  1 + .08          60/12
$10,000 x      --------------            - 1]  = - $114.94
          [(  1 + .0775 + .005  )
</TABLE>
 
              Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,885.06
- ------------------------
* Assumed for illustrative purposes only.
 
                                      A-1
<PAGE>
APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS
 
DATE OF DEATH IS THE 3RD CERTIFICATE ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                                   EXAMPLE 1  EXAMPLE 2
                                                                   ---------  ---------
<S>  <C>                                                           <C>        <C>
a.   Net Purchase Payments Made Prior to Date of Death...........  $ 20,000   $ 20,000
b.   Certificate Value on Date of Death..........................  $ 17,000   $ 25,000
Death Benefit is larger of a, and b..............................  $ 20,000   $ 25,000
</TABLE>
 
DATE OF DEATH IS THE 8TH CERTIFICATE ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                                   EXAMPLE 3  EXAMPLE 4  EXAMPLE 5
                                                                   ---------  ---------  ---------
<S>  <C>                                                           <C>        <C>        <C>
a.   Net Purchase Payments Made Prior to Date of Death...........  $ 20,000   $ 20,000   $ 20,000
b.   Certificate Value on 7th Certificate Anniversary............  $ 15,000   $ 30,000   $ 30,000
c.   Certificate Value on Date of Death..........................  $ 17,000   $ 25,000   $ 35,000
Death Benefit is larger of a, b, and c...........................  $ 20,000   $ 30,000   $ 35,000
</TABLE>
 
DATE OF DEATH IS THE 15TH CERTIFICATE ANNIVERSARY
 
<TABLE>
<CAPTION>
                                                                   EXAMPLE 6  EXAMPLE 7  EXAMPLE 8
                                                                   ---------  ---------  ---------
<S>  <C>                                                           <C>        <C>        <C>
a.   Net Purchase Payments Made Prior to Date of Death...........  $ 20,000   $ 20,000   $ 20,000
b.   Certificate Value on 14th Certificate Anniversary...........  $ 15,000   $ 40,000   $ 40,000
c.   Certificate Value on Date of Death..........................  $ 17,000   $ 30,000   $ 50,000
Death Benefit is larger of a, b, and c...........................  $ 20,000   $ 40,000   $ 50,000
</TABLE>
 
The  numbers  do  not  include  any  market  value  adjustments  which  might be
applicable to the death benefit amount.
 
                                      B-1
<PAGE>
APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS
The expense  for  a  given  year is  calculated  by  multiplying  the  projected
beginning  of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Series  Fund
expense rate plus the annual administrative charge rate.
 
The  policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.
 
For example, the 3 year expense for the Growth Stock Series is calculated as
follows:
 
   
<TABLE>
<C>        <S>                                                                                                 <C>        <C>
          --------------------------------------------------------------------------------------------------------------
           Total Variable Account Annual Expenses                                                                  1.35%
          --------------------------------------------------------------------------------------------------------------
    +      Total Series Fund Operating Expenses                                                                    0.67%
          --------------------------------------------------------------------------------------------------------------
    =      Total Expense Rate                                                                                      2.02%
          --------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = 1000.00 X 0.0202 = $20.20
    
 
   
Year 2 Beginning Policy Value = $1029.80
Year 2 Expense = 1029.80 X 0.0202 = $20.80
    
 
   
Year 3 Beginning Policy Value = $1060.49
Year 3 Expense = 1060.49 X 0.0202 = $21.42
    
 
   
So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to 20.20 + 20.80 + 21.42 = $62.42
    
 
If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:
 
<TABLE>
<S>                         <C> <C>              <C> <C>                  <C> <C>
Surrender Charge Percentage  X  (Initial Premium  -  10% Free Withdrawal)  =  Surrender Charge
           0.05              X    (   1000.00     -      100.00     )      =       45.00
</TABLE>
 
   
So the total expense if surrendered is 62.42 + 45.00 = $107.42
    
 
                                      C-1
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
   
PROSPECTUS
    
   
MAY 1, 1996
    
 
   
FORTIS
    
   
SERIES FUND, INC.
    
 
FORTIS MASTERS
VARIABLE ANNUITY
 
   
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
</TABLE>
    
 
   
UVW-REGISTERED TRADEMARK-
    
   
<TABLE>
<S>              <C>
     PAID
</TABLE>
    
 
   
FORTIS FINANCIAL GROUP
    
   
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
PERMIT NO. 3794
</TABLE>
    
   
P.O. BOX 64284
    
   
ST. PAUL, MN 55164
    
<PAGE>


                                  CERTIFICATES UNDER
                              FLEXIBLE PREMIUM DEFERRED
                   COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
                           FORTIS MASTERS VARIABLE ANNUITY


                                      Issued by

                          FORTIS BENEFITS INSURANCE COMPANY


                         STATEMENT OF ADDITIONAL INFORMATION

                                     MAY 1, 1996

This Statement of Additional Information is not a Prospectus.  It is intended
that this Statement of Additional Information be read in conjunction with the
Prospectus for certificates under flexible premium deferred combination variable
and fixed annuity contracts ("Certificates"), dated May 1, 1996.  A copy of the
Prospectus may be obtained without charge from Fortis Investors, Inc. 1-800-800-
2638, mailing address:  P.O. Box 64272, St. Paul, MN 55164.  You have the option
of receiving benefits under a Certificate through Fortis Benefits' Variable
Account D or through Fortis Benefits' Fixed Account.

TABLE OF CONTENTS


Fortis Benefits and the Variable Account . . . . . . . . . . . . . . . . . . 2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . 2
Postponement of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  - Safekeeping of Variable Account Assets . . . . . . . . . . . . . . . . . 4
  - Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  - Principal Underwriter  . . . . . . . . . . . . . . . . . . . . . . . . . 4
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Change of Investment Adviser or Investment Policy. . . . . . . . . . . . . . 4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . . . . . . 4
Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Terms of Exemptive Relief in Connection With Mortality
    and Expense Risk Charge. . . . . . . . . . . . . . . . . . . . . . . . . 9
Variable Account Financial Statements. . . . . . . . . . . . . . . . . . . . 9
Appendix A -- Performance Information. . . . . . . . . . . . . . . . . . . A-1

In order to supplement the description in the Prospectus, the following provides
additional information about the Certificates and other matters which may be of
interest to you.  Terms used in this Statement of Additional Information have
the same meanings as are defined in the Prospectus under the heading "Special
Terms Used in This Prospectus."


                                          1


<PAGE>

FORTIS BENEFITS AND THE VARIABLE ACCOUNT

Fortis Benefits Insurance Company, the issuer of the Certificates, is a
Minnesota corporation qualified to sell life insurance and annuity contracts in
the District of Columbia and in all states except New York.  Fortis Benefits is
a wholly-owned subsidiary of Time Insurance Company, a stock company organized
under the laws of Wisconsin, which itself is a wholly-owned subsidiary of
Fortis, Inc.  Fortis, Inc. is a corporation based in New York,  which manages
the United States operations of Fortis AMEV and Fortis AG.

Fortis AMEV has been in business since 1847 and is a publicly-traded, multi-
national insurance, real estate, and financial services group headquartered in
The Netherlands.  It is one of the largest holding companies in Europe, with
subsidiary companies in twelve countries on four continents.  Fortis AMEV is the
third largest insurance company in the Netherlands.

Fortis AG is a multi-national insurance, real estate and financial services firm
that has been in business since 1824.  It has subsidiary companies in eight
countries.  Fortis AG is one of the largest life insurance companies in Belgium.
Fortis AMEV and Fortis AG have combined assets of approximately $140 billion.

The assets allocated to the Variable Account are the exclusive property of
Fortis Benefits.  Registration of the Variable Account under the Investment
Company Act of 1940 does not involve supervision of the management or investment
practices or policies of the Variable Account or of Fortis Benefits by the
Securities and Exchange Commission.  Fortis Benefits may accumulate in the
Variable Account proceeds from charges under the Contracts and other amounts in
excess of the Variable Account assets representing reserves and liabilities
under Certificates and other variable annuity contracts issued by Fortis
Benefits.  Fortis Benefits may from time to time transfer to its General Account
any of such excess amounts.  Under certain remote circumstances the assets of
one Subaccount may not be insulated from liability associated with another
Subaccount.

Best's Insurance Reports has assigned Fortis Benefits a rating of A (Excellent)
for financial position and operating performance. Fortis Benefits has a rating
of AA from Standard & Poor's. As defined by Standard & Poor's, insurers rated
AA offer "excellent financial security." These ratings represent such rating
agencies' independent opinion of Fortis Benefits' financial strength and
ability to meet policy holder obligations, but have no relevance to the
performance and quality of the assets in Subaccounts of the Variable Account.

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

The amount of each annuity payment under a Fixed Annuity Option is fixed and
guaranteed by Fortis Benefits.  Monthly fixed annuity payments will start as of
the end of the Valuation Period that contains the Annuity Commencement Date.  At
that time, the Certificate Value , after any Market Value Adjustment, is
computed and that portion of the Certificate Value which will be applied to the
Fixed Annuity Option selected is determined.  The amount of the first monthly
payment under the Fixed Annuity Option selected will be at least as large as
would result from using the annuity tables contained in the Certificate to apply
such amount of Certificate Value to the annuity form selected.  The dollar
amounts of any fixed annuity payments after the first are specified during the
entire period of annuity payments according to the provisions of the annuity
form selected.

VARIABLE ANNUITY OPTION

ANNUITY UNITS.  To the extent a Variable Annuity Option has been selected, we
convert the Accumulation Units for each Subaccount of the Variable Account into
Annuity Units for each Subaccount at their values determined as of the end of
the Valuation Period which contains the Annuity Commencement Date.  As of such
time, any Fixed Account Value to be applied to a Variable Annuity Option is also
converted, after any


                                          2

<PAGE>

Market Value Adjustment, to Annuity Units in the Subaccounts selected based on
the then-current Annuity Unit value.  The initial number of Annuity Units in
each Subaccount is determined by dividing the amount of the initial monthly
variable annuity payment (see "Variable Annuity Option -- Variable Annuity
Payments," below) allocable to that Subaccount by the value of one Annuity Unit
in that Subaccount as of the time of the
conversion.  The number of Annuity Units for each Subaccount will remain
constant, as long as an annuity remains in force and the allocation among the
Subaccounts has not changed.

The value of each Subaccount's Annuity Units will vary to reflect the investment
experience of the Subaccount as well as charges deducted from the Subaccount.
The value of each Subaccount's Annuity Units is equal to the prior value of the
Subaccount's Annuity Units multiplied by the net investment factor for that
Subaccount (discussed in the Prospectus under "Certificate Value") for the
Valuation Period ending on that Valuation Date, with an offset for the 4%
assumed interest rate used in the annuity tables of the Certificate.

VARIABLE ANNUITY PAYMENTS.  Variable annuity payments start at the end of the
Valuation Period that contains the Annuity Commencement Date, and will vary in
amount as the related Annuity Unit values vary.  The amount of the first monthly
payment is shown on the annuity tables contained in the Certificate for each
$1,000 of Certificate Value applied to the Variable Annuity Option selected as
of the end of such Valuation Period.  The first variable annuity payment is, in
effect, allocated among the Subaccounts in the same proportion as the
Certificate Value is allocated among the Subaccounts upon commencement of
annuity payments.

Payments after the first will vary in amount and are determined on the first
Valuation Date of each subsequent monthly period.  If the monthly payment under
the annuity form selected is based on the value of Annuity Units of a single
Subaccount, the monthly payment is found by multiplying the number of the
Certificate's Annuity Units for the Subaccount by the Annuity Unit value of such
Subaccount as of the first Valuation Date in each monthly period following the
Annuity Commencement Date.  If the monthly payment under the Variable Annuity
Option selected is based upon the value of Annuity Units in more than one
Subaccount, this is repeated for each applicable Subaccount.  The sum of these
payments is the variable annuity payment.

GENDER OF ANNUITANT

The amount of each annuity payment ordinarily will be higher for a male
Annuitant than for a female Annuitant with an otherwise identical Certificate.
This is because, statistically, females tend to have longer life expectancies
than males.  However, there will be no differences between male and female
Annuitants in any jurisdiction, including Montana, where such differences are
not permitted.  We will also make available Certificates with no such
differences in connection with certain employer-sponsored benefit plans.
Employers should be aware that, under most such plans, Certificates that make
distinctions based on gender are prohibited by law.

POSTPONEMENT OF PAYMENTS

With respect to amounts in the Subaccounts of the Variable Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by Fortis Benefits at its Home Office.

However, Fortis Benefits may defer the determination, application or payment of
any death benefit, transfer, partial or total surrender or annuity payment, to
the extent dependent on Accumulation or Annuity Unit Values, for any period
during which the New York Stock Exchange is closed (other than customary weekend
and holiday closings) or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission, for any period during
which any emergency exists as a result of which it is not reasonably practicable
for Fortis Benefits to determine the investment experience for the Certificate,
or for such other periods as the Securities and Exchange Commission may by order
permit for the protection of investors.


                                          3

<PAGE>

SERVICES

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

Title to the assets of the Variable Account is held by Fortis Benefits.  The
assets of the Variable Account are kept segregated and held separate and apart
from Fortis Benefits' other assets.  Fortis Advisers, Inc., an affiliate of
Fortis Benefits, maintains records of all purchases and redemptions of shares of
Fortis Series Fund, Inc. held by each of the Subaccounts of the Variable
Account.

EXPERTS

The financial statements of Fortis Benefits Insurance Company appearing in the
Prospectus and those of Fortis Benefits Insurance Company Variable Account D,
appearing in this Statement of Additional Information, have been audited by
Ernst & Young LLP, 1400 Pillsbury Center, Minneapolis, Minnesota 55402,
independent auditors, as set forth in their reports thereon also appearing in
the Prospectus or this Statement of Additional Information, respectively, and
are included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Certificates, is a Minnesota corporation and a member of the Securities
Investors Protection Corporation.  The offering of the Certificates is
continuous, and Fortis Investors does not anticipate discontinuing the offering
of the Certificates, although it reserves the right to do so.  Certificates
generally will be issued for Annuitants from ages zero to ninety in all states.

LIMITATIONS ON ALLOCATIONS

Under the Certificate, Fortis Benefits reserves the right to control the amount
of any assets in any investment alternative.  Pursuant to this authority, Fortis
Benefits has established the following administrative procedures for the
protection of the interests of all investors participating in Fortis Series'
Portfolios:  a Participant may not invest, allocate, transfer or exchange
Certificate Value into any Subaccount if the value allocated to the Subaccount
under the Certificate (and under any other insurance or annuity contracts
directly or indirectly controlled by the same person, jointly or individually)
would immediately thereafter equal 25% or more of the related Fortis Series
Portfolio's net assets.  Fortis Benefits reserves the right to modify these
procedures at any time.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, and subject to Fortis Advisers,
Inc.'s right to terminate its investment advisory arrangements with Fortis
Series, neither the investment adviser nor any investment policy may be changed
without the consent of Fortis Benefits.  No investment policy will be changed
unless a statement of change is filed with and approved by the Commerce
Commissioner of the State of Minnesota.  If required, approval of or change of
any investment objective will be filed with the Insurance Department of each
state where Certificates have been delivered.  The Participant (or, after
annuity payments start, the payee) will be notified of any material investment
policy change which has been approved.  You will be notified of an investment
policy change prior to its implementation by the Variable Account if your
comment or vote is required for such change.

TAXATION UNDER CERTAIN RETIREMENT PLANS

Federal income tax information concerning the purchase of Certificates for
specific types of retirement plans is set forth below.  You should also refer to
"Federal Tax Matters" in the Prospectus.  The tax information


                                          4

<PAGE>

provided is not comprehensive, and you should consult a qualified tax adviser
before taking any action in connection with a retirement plan.

SECTION 403(B) ANNUITIES FOR EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS
OR PUBLIC EDUCATIONAL INSTITUTIONS

PURCHASE PAYMENTS.  Under Section 403(b) of the Internal Revenue Code ("Code"),
payments made by certain employers (i.e., tax-exempt organizations meeting the
requirements of Section 501(c)(3) of the Code, or public educational
institutions) to purchase Certificates for their employees are excludible from
the gross income of employees to the extent that such aggregate purchase
payments do not exceed certain limitations prescribed by the Code.  This is the
case whether the purchase payments are a result of voluntary salary reduction
amounts or employer contributions.  Salary reduction payments are, however,
subject to FICA (social security) taxes.

TAXATION OF DISTRIBUTIONS.  Distributions from a Section 403(b) tax-deferred
annuity are taxed as ordinary income to the recipient as described under
"Federal Tax Matters" in the Prospectus.  Taxable distributions received before
the employee attains age 591/2 generally are subject to a 10% penalty tax in
addition to regular income tax.  Certain distributions are excepted from this
penalty tax, including distributions following the employee's death, disability,
separation from service after age 55, separation from service at any age if the
distribution is in the form of an annuity for the life (or life expectancy) of
the employee (or the employee and Beneficiary) and distributions not in excess
of deductible medical expenses.  In addition, no distributions of voluntary
salary reduction amounts will be permitted prior to one of the following events:
attainment of age 591/2 by the employee or the employee's separation from
service, death , disability or hardship.  (Hardship distributions will be
limited to the lesser of the amount of the hardship or the amount of salary
reduction contributions, exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS.  Generally, distributions from Section 403(b) annuities
must commence not later than April 1 of the calendar year following the calendar
year in which the employee attains age 701/2, and such distributions must be
made over a period that does not exceed the life expectancy of the employee (or
the employee and Beneficiary).  A penalty tax of 50% would be imposed on any
amount by which the minimum required distribution in any year exceeded the
amount actually distributed in that year.  In addition, in the event that the
employee dies before his or her entire interest in the Certificate has been
distributed, the employee's entire interest must be distributed in accordance
with rules similar to those applicable upon the death of the Participant or
Payee in the case of a Non-Qualified Certificate, as described in the
Prospectus.  Certain of these and other provisions are incorporated in a special
endorsement attached to Certificates that are intended to qualify under Section
403(b), and reference should be made to that endorsement for its complete terms.

TAX-FREE EXCHANGES AND ROLLOVERS.  The Code provides for the tax-free transfer
of one Section 403(b) annuity for another Section 403(b) annuity, and the IRS
has ruled (Revenue Ruling 90-24) that amounts transferred may qualify as tax-
free transfers under certain circumstances.  In addition, Section 403(b)(8) of
the code permits tax-free rollovers from Section 403(b) programs to individual
retirement annuities or other Section 403(b) programs under certain
circumstances.

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

PURCHASE PAYMENTS.  Subject to certain limitations prescribed by the Code,
purchase payments made by an employer (or a self-employed individual) under a
pension, profit-sharing or annuity plan qualified under Section 401 or Section
403(a) of the Code are generally deductible by the employer and excluded from
the taxable income of the employee for federal income tax purposes, whether made
under a salary reduction agreement or directly by employer contributions.
Salary reduction payments are, however, subject to FICA (social security) taxes.
Purchase payments made directly by an employee generally are made on an after-
tax basis.


                                          5

<PAGE>


TAXATION OF DISTRIBUTIONS.  Distributions from Certificates purchased under
these qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions, as described under "Federal
Tax Matters -- Qualified Plans," in the Prospectus.  However, if an employee or
other payee receives a "lump sum" distribution, as defined in the Code, from an
exempt employees' trust, the taxable portion of the distribution may be subject
to special tax treatment.  For most individuals receiving lump sum distributions
after attaining age 591/2, the rate of tax may be determined under a special 5-
year income averaging provision.  Those who attained age 50 by January 1, 1986
may instead elect to use a 10-year income averaging provision based on the
income tax rates in effect for 1986.  Taxable distributions received prior to
attainment of age 591/2  under a Certificate purchased under a qualified plan
are subject to the same 10% penalty tax (and the same exceptions) as described
above with respect to Section 403(b) annuities.

REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for these
qualified plans are generally the same as described above with respect to
Section 403(b) annuities.

TAX-FREE ROLLOVERS.  If, within 60 days of receipt, an employee who receives a
single sum distribution transfers all of the taxable amount received to another
plan qualified under Section 401 or 403(a), or to an individual retirement
account or annuity as provided for under the Code, the transferred amount will
not be taxed in the year of distribution.  Certain "partial" distributions may
also qualify for tax-free rollover treatment, but only if transferred to an
individual retirement account or annuity.  However, income tax may be withheld
from the distribution unless the distribution is transferred directly from the
qualified plan to the individual retirement account or individual retirement
annuity.

INDIVIDUAL  RETIREMENT ANNUITIES

PURCHASE PAYMENTS.  Individuals may make contributions for individual retirement
annuity ("IRA") Certificates.  Deductible contributions for any year may be made
up to the lesser of $2,000 or 100% of compensation for individuals who (1) are
not (and whose spouses are not) active participants in another retirement plan,
(2) are unmarried and have adjusted gross income of $25,000 or less, or (3) are
married and have adjusted gross income of $40,000 or less.  Such individuals may
also establish an IRA for a spouse who makes no contribution to an IRA for the
tax year.  The annual purchase payments for both spouses' Certificates cannot
exceed the lesser of $2,250 or 100% of the working spouse's earned income, and
no more than $2,000 may be contributed to either spouse's IRA for any year.
Individuals who are active participants in other retirement plans and whose
adjusted gross income (with certain special adjustment) exceed the cut-off point
($25,000 for unmarried, $40,000 for married persons filing jointly, and $0 for
married persons filing a separate return) by less than $10,000 are entitled to
make deductible IRA contributions in proportionately reduced amounts.  For
example, a married individual who is an active participant in another retirement
plan and files a separate tax return is entitled to a partial IRA deduction if
the individual's adjusted gross income is less than $10,000 and no IRA deduction
if his or her adjusted gross income is equal to or greater than $10,000.

An individual may make non-deductible IRA contributions to the extent of (1) the
lesser of $2,000 ($2,250 in the case of a spousal IRA) or 100% of compensation
over (2) the IRA deductible contribution made with respect to the individual.

An individual may not make any contributions to his/her own IRA for the year in
which he/she reaches age 701/2 or for any year thereafter.

TAXATION OF DISTRIBUTIONS.  Distributions from IRA Certificates are taxed as
ordinary income to the recipient, although special rules exist for the tax-free
return of non-deductible contributions.  In addition, taxable distributions
received under an IRA Certificate prior to age 591/2 are subject to a 10%
penalty tax in addition to regular income tax.  Certain distributions are
exempted from this penalty tax including distributions following the owner's
death, disability or separation from service if the distribution is in the form
of an annuity for the life (or life expectancy) of the owner (or the owner and
beneficiary).


                                          6

<PAGE>

REQUIRED DISTRIBUTIONS.  The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) annuities.
Certain of these and other provisions are incorporated in a special endorsement
attached to IRA Certificates, and reference should be made to that endorsement
for its complete terms.

TAX-FREE ROLLOVERS.  The Code permits funds to be transferred in a tax-free
rollover from a qualified employer pension, profit-sharing, annuity, bond
purchase or tax-deferred annuity plan to an IRA Certificate if certain
conditions are met, and if the rollover of assets is completed within 60 days
after the distribution from the qualified plan is received.  In addition, not
more frequently than once every twelve months, amounts may be rolled over tax-
free from one IRA to another, subject to the 60-day limitation and other
requirements.  The once-per-year limitation on rollovers does not apply to
direct transfers of funds between IRA custodians or trustees.

SIMPLIFIED EMPLOYEE PENSION PLANS

PURCHASE PAYMENTS.  Under Section 408(k) of the Code, employers may establish a
type of IRA plan referred to as a simplified employee pension plan (SEP).
Employer contributions to a SEP cannot exceed the lesser of $30,000 or 15% of
the employee's earned income.  Employees of certain small employers may have
contributions made to the SEP on their behalf on a salary reduction basis.
These salary reduction contributions may not exceed $9,500 in 1996, which is
indexed for inflation.  Employees of tax-exempt organizations and state or local
government agencies are not eligible for this type of SEP.

TAXATION OF DISTRIBUTIONS. Generally, distribution payments from SEPs are
subject to the same distribution rules described above for IRAs.

REQUIRED DISTRIBUTIONS.  SEP distributions are subject to the same minimum
required distribution rules described above for IRAs.

TAX-FREE ROLLOVERS.  Generally, rollovers and direct transfers may be made to
and from SEPs in the same manner as described above for IRAs, subject to the
same conditions and limitations.

SECTION 457 UNFUNDED DEFERRED COMPENSATION PLANS OF PUBLIC EMPLOYERS
AND TAX-EXEMPT ORGANIZATIONS

PURCHASE PAYMENTS.  Under Section 457 of the Code, all individuals who perform
services for a state or local government or governmental agency may participate
in a deferred compensation program.  Other tax-exempt employers may establish
unfunded deferred compensation plans under Section 457 for employees and/or
independent contractors.

Though not actually a qualified plan as that term is normally used, this type of
program allows individuals to defer the receipt of compensation that otherwise
would be currently payable and therefore to defer the payment of federal income
taxes on such amounts.  Assuming that the program meets the requirements to be
considered an eligible deferred compensation plan (an "EDCP"), an individual may
contribute (and thereby defer from current income for tax purposes) the lesser
of $7,500 or 33-1/3% of the individual's includible compensation.  (Includible
compensation means compensation from the employer which would be currently
includible in gross income for federal tax purposes.)  In addition, during the
last three years before an individual attains normal retirement age, additional
"catch-up" deferrals are permitted.

The amounts which are deferred may be used by the employer to purchase the
Certificates offered by this Prospectus.  The Certificate is owned by the
employer and is subject to the claims of the employer's creditors.  The employee
has no rights or interest in the Certificate and is entitled only to payment in
accordance with the EDCP provisions.


                                          7

<PAGE>

TAXATION OF DISTRIBUTIONS.  Amounts received by an individual from an EDCP are
includible in gross income for the taxable year in which such amounts are paid
or otherwise made available.

DISTRIBUTIONS BEFORE SEPARATION FROM SERVICE.  Distributions generally are not
permitted under an EDCP prior to separation from service or reaching age 701/2,
except in cases of severe financial hardship.  Hardship distributions are
includible in the gross income of the individual in the year in which paid.

REQUIRED DISTRIBUTIONS.  The distribution requirements for these qualified plans
are generally the same as described above with respect to Section 403(b)
annuities.  However, if distributions do not commence before the employee's
death, the entire interest in the Certificate must be distributed within 15
years if the beneficiary is not the employee's surviving spouse.

TAX-FREE TRANSFERS.  The Code permits the tax-free direct transfer of EDCP
amounts to another EDCP, subject to certain conditions.

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

PURCHASE PAYMENTS.  Private taxable employers may establish unfunded, non-
qualified deferred compensation plans for a select group of management or highly
compensated employees and/or for independent contractors.  Certain arrangements
of tax-exempt employers entered into prior August 16, 1986, and not subsequently
modified, are also subject to the rules for private taxable employer deferred
compensation plans discussed below.  (Unfunded deferred compensation plans of
other tax-exempt employers are generally subject to the requirements of Section
457.)

These types of programs allow individuals to defer receipt of up to 100% of
compensation which would otherwise be includible in income and therefore to
defer the payment of federal income taxes on such amounts.  Purchase payments
made by the employer, however are not immediately deductible by the employer,
and the employer is currently taxed on any increase in Certificate Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time.  The Certificate is
owned by the employer and is subject to the claims of the employer's creditors.
The individual has no right or interest in the Certificate and is entitled only
to payment from the employer's general assets in accordance with plan
provisions.

TAXATION OF DISTRIBUTIONS.  Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

EXCESS DISTRIBUTIONS--15% TAX.

Certain persons, particularly those who participate in more than one tax-
qualified retirement plan, may be subject to an additional tax of 15% on certain
excess aggregate distributions from those plans.  In general, excess
distributions are taxable distributions for all tax qualified plans in excess of
a specified annual limit for payments made in the form of an annuity (currently
$150,000) or five times the annual limit for lump sum distributions.

WITHHOLDING

Annuity payments and other amounts received under Certificates are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.


                                          8

<PAGE>

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and, with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly to another qualified
retirement plan.  Moreover,

special "backup withholding" rules may require Fortis Benefits to disregard the
recipient's election if the recipient fails to supply Fortis Benefits with a
"TIN" or taxpayer identification number (social security number for
individuals), or if the Internal Revenue Service notifies Fortis Benefits that
the TIN provided by the recipient is incorrect.

TERMS OF EXEMPTIVE RELIEF IN CONNECTION WITH MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits and Fortis Investors have obtained exemptive relief from the
Securities and Exchange Commission in connection with deducting the mortality
and expense risk charge pursuant to the Contracts.  In the application for the
exemption, Fortis Benefits and Fortis Investors have represented and undertaken,
among other things, that:

    -    The level of the mortality and expense risk charge is within the range
         of industry practice for comparable annuity contracts;

    -    This conclusion is based upon a review that Fortis Benefits and Fortis
         Investors have conducted of publicly-available information regarding
         annuity contracts of other companies and that they will maintain at
         their principal office, and make available on request to the
         Commission or its staff, a memorandum setting forth the variable
         annuity products analyzed and the methodology and results of the
         comparative review;

    -    There is a reasonable likelihood that the proposed distribution
         financing arrangements with respect to the Contracts will benefit the
         Variable Account and investors in the Contracts, and the basis for
         this conclusion is set forth in a memorandum which will be maintained
         by Fortis Benefits at its principal office and will be available to
         the Commission or its staff on request.

VARIABLE ACCOUNT FINANCIAL STATEMENTS


                                          9




<PAGE>

                           [ERNST & YOUNG LLP LETTERHEAD]


                            REPORT OF INDEPENDENT AUDITORS

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying statement of net assets of Fortis Benefits
Insurance Company Variable Account D (comprising, respectively, the Fortis
Series Fund, Inc.'s Growth Stock, U.S. Government Securities, Money Market,
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, Growth &
Income, High Yield, Global Asset Allocation, Global Bond, and International
Stock Subaccounts, the Norwest Select Fund's ValuGrowth Stock, Intermediate
Bond, and Small Company Stock Subaccounts, and the Scudder Variable Life
Investment Fund's International Subaccount) as of December 31, 1995, and the
related statements of changes in net assets for each of the three years then
ended, except for the Fortis Series Fund, Inc.'s Aggressive Growth, Growth &
Income, and High Yield Subaccounts, the Norwest Select Fund's ValuGrowth Stock,
Intermediate Bond, and Adjustable U.S. Government Reserve Subaccounts, and the
Scudder Variable Life Investment Fund's International Subaccount which are for
the years ended December 31, 1995 and 1994, and the Fortis Series Fund, Inc.'s
Global Asset Allocation, Global Bond, and International Stock Subaccounts and
the Norwest Select Fund's Small Company Stock Subaccount which are for the year
ended December 31, 1995. These financial statements are the responsibility of
the management of Fortis Benefits Insurance Company. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company Variable Account D at December 31, 1995, and the changes in the net
assets for the periods described in the first paragraph, in conformity with
generally accepted accounting principles.


                                       /S/ ERNST & YOUNG LLP

March 22, 1996


                                                                               1

<PAGE>


                          Fortis Benefits Insurance Company
                                  Variable Account D

                               Statement of Net Assets

                                  December 31, 1995

<TABLE>
<CAPTION>
                                                                                                 NET ASSET
                                                                              ACCUMULATION       VALUE PER
                                                                                  UNITS         ACCUMULATION
                                                           NET ASSETS          OUTSTANDING          UNIT
                                                          --------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
Investments in Fortis Series Fund, Inc., at
  market value (NOTE 2):
    Growth Stock Series (14,845,125 shares;
      cost--$312,969,727)                               $417,045,586        160,429,092          $  2.60
    U.S. Government Securities Series
      (15,566,296 shares; cost--$168,961,190)            173,752,550         10,989,914            15.81
    Money Market Series (3,440,404 shares;
      cost--$36,328,781)                                  37,247,531         26,960,304             1.38
    Asset Allocation Series (19,965,281 shares;
      cost--$273,138,256)                                317,435,993        148,700,081             2.13
    Diversified Income Series (8,518,817 shares;
      cost--$100,549,138)                                103,901,462         59,213,866             1.75
    Global Growth Series (10,685,328 shares;
      cost--$134,191,540)                                170,655,381         10,846,823            15.73
    Aggressive Growth Series (2,987,612 shares;
      cost--$32,792,764)                                 37,867,984           3,033,587            12.46
    Growth & Income Series (4,233,867 shares;
      cost--$46,752,798)                                  54,335,341          4,204,163            12.91
    High Yield Series (2,610,426 shares;
      cost--$26,235,138)                                  25,420,072          2,321,419            10.94
    Global Asset Allocation Series
      (1,137,683 shares; cost--$12,644,676)               12,996,659          1,117,596            11.59
    Global Bond Series (595,305 shares;
      cost--$6,733,321)                                    6,719,020            574,142            11.74
    International Stock Series (1,161,691 shares;
      cost--$12,447,863)                                  13,094,466          1,157,064            11.27
Investments in Norwest Select Fund, at market
  value (NOTE 2):
    ValuGrowth Stock Fund (395,143 shares;
      cost--$4,271,419)                                    4,757,525            399,783            11.90
    Intermediate Bond Fund (279,422 shares;
      cost--$2,969,624)                                    3,068,061            268,586            11.42
    Small Company Stock Fund (77,795 shares;
      cost--$884,425)                                        872,082             75,968            11.48
Investment in Scudder Variable Life Investment
  Fund, at market value (NOTE 2):
        International Portfolio (153,253 shares;
          cost--$1,698,125)                                1,811,453            155,817            11.63
</TABLE>


SEE ACCOMPANYING NOTES.

                                                                               2

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                         Statements of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995                1994                 1993
                                                        -------------------------------------------------------
<S>                                                     <C>                 <C>                  <C>
GROWTH STOCK SUBACCOUNT
Investment income:
  Dividend income                                        $   1,840,330      $    2,224,886       $     948,153
  Policy administration charge (NOTE 3)                       (124,562)           (233,448)           (169,101)
  Mortality, expense risk and
    administrative charges (NOTE 3)                         (4,926,616)         (3,753,659)         (2,782,891)
                                                        -------------------------------------------------------
Net investment loss                                         (3,210,848)         (1,762,221)         (2,003,839)

Net realized gain on redemption of Fortis Series
  Fund, Inc. portfolio shares                                2,244,343           1,017,245           3,047,257
Net change in unrealized appreciation
  (depreciation) on investments                             81,868,441         (10,439,005)         13,901,070
                                                        -------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                80,901,936         (11,183,981)         14,944,488

Capital transactions:
  Purchase of Variable Account D units                      43,219,723          76,066,936         122,265,710
  Redemption of Variable Account D units                   (13,094,690         (13,597,387)        (41,874,769)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                   124,562             233,448             169,101
                                                        -------------------------------------------------------
Net increase in net assets from capital
  transactions                                              30,249,595          62,702,997          80,560,042
                                                        -------------------------------------------------------

Total increase in net assets                               111,151,531          51,519,016          95,504,530
Net assets, beginning of year                              305,894,055         254,375,039         158,870,509
                                                        -------------------------------------------------------
Net assets, end of year                                   $417,045,586        $305,894,055        $254,375,039
                                                        -------------------------------------------------------
                                                        -------------------------------------------------------
</TABLE>


                                                                               3

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)


<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                 <C>
U.S. GOVERNMENT SECURITIES SUBACCOUNT
Investment income:
  Dividend income                                         $      8,296        $ 13,644,959        $ 15,640,218
  Policy administration charge (NOTE 3)                        (33,442)            (66,864)            (45,857)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (2,226,178)         (2,648,040)         (2,455,600)
                                                         ------------------------------------------------------
Net investment (loss) income                                (2,251,324)         10,930,055          13,138,761

Net realized (loss) gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                        (2,199,244)         (3,898,323)            188,360
Net change in unrealized appreciation
  (depreciation) on investments                             30,648,947         (24,335,222)         (1,343,077)
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                26,198,379         (17,303,488)         11,984,044

Capital transactions:
  Purchase of Variable Account D units                      10,579,162          15,189,139          92,154,284
  Redemption of Variable Account D units                   (28,554,947)        (60,391,902)         (4,858,838)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    33,442              66,864              45,857
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from capital
  transactions                                             (17,942,343)        (45,135,899)         87,341,303
                                                         ------------------------------------------------------

Total increase (decrease) in net assets                      8,256,036         (62,439,387)         99,325,347
Net assets, beginning of year                              165,496,514         227,935,901         128,610,554
                                                         ------------------------------------------------------
Net assets, end of year                                   $173,752,550        $165,496,514        $227,935,901
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------
</TABLE>


                                                                               4

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                <C>
MONEY MARKET SUBACCOUNT
Investment income:
  Dividend income                                          $ 1,390,716         $         -        $    662,017
  Policy administration charge (NOTE 3)                         (5,400)             (9,884)             (8,434)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                          (485,370)           (491,242)           (324,912)
                                                         ------------------------------------------------------
Net investment income (loss)                                   899,946            (501,126)            328,671

Net realized gain (loss) on redemption of
  Fortis Series Fund, Inc. portfolio shares                    624,600             194,135            (124,353)
Net change in unrealized appreciation on
  investments                                                   29,966           1,255,055             115,924
                                                         ------------------------------------------------------
Net increase in net assets from operations                   1,554,512             948,064             320,242

Capital transactions:
  Purchase of Variable Account D units                      32,857,484          52,961,094          67,273,648
  Redemption of Variable Account D units                   (37,771,314)        (40,583,910)        (66,414,029)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                     5,400               9,884               8,434
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from
  capital transactions                                      (4,908,430)         12,387,068             868,053
                                                         ------------------------------------------------------

Total (decrease) increase in net assets                     (3,353,918)         13,335,132           1,188,295
Net assets, beginning of year                               40,601,449          27,266,367          26,078,072
                                                         ------------------------------------------------------
Net assets, end of year                                    $37,247,531         $40,601,499         $27,266,367
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               5

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                 <C>
ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income                                         $ 12,053,233        $  9,186,739        $  5,851,029
  Policy administration charge (NOTE 3)                        (57,743)           (102,783)            (61,440)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (3,776,116)         (3,050,115)         (1,873,117)
                                                         ------------------------------------------------------
Net investment income                                        8,219,374           6,033,841           3,916,472

Net realized gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                           657,519             283,379              31,953
Net change in unrealized appreciation
  (depreciation) on investments                             41,467,924          (9,690,299)          7,446,592
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                50,344,817          (3,373,079)         11,395,017

Capital transactions:
  Purchase of Variable Account D units                      30,488,918          61,560,040          98,673,481
  Redemption of Variable Account D units                    (7,551,884)         (6,821,686)           (214,170)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    57,743             102,783              61,440
                                                         ------------------------------------------------------
Net increase in net assets from capital
  transactions                                              22,994,777          54,841,137          98,520,751
                                                         ------------------------------------------------------

Total increase in net assets                                73,339,594         51,468,058          109,915,768
Net assets, beginning of year                              244,096,399         192,628,341          82,712,573
                                                         ------------------------------------------------------
Net assets, end of year                                   $317,435,993        $244,096,399        $192,628,341
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               6

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                   <C>                 <C>
DIVERSIFIED INCOME SUBACCOUNT
Investment income:
  Dividend income                                         $      4,826         $ 7,607,329         $ 6,042,059
  Policy administration charge (NOTE 3)                        (18,101)            (29,237)            (12,517)
  Mortality, expense risk and administrative
    charges (NOTE 3)                                        (1,319,921)         (1,344,477)           (761,387)
                                                         ------------------------------------------------------
Net investment (loss) income                                (1,333,196)          6,233,615           5,268,155

Net realized (loss) gain on redemption of
  Fortis Series Fund, Inc. Portfolio shares                   (722,251)           (767,738)             89,595
Net change in unrealized appreciation
  (depreciation) on investments                             16,334,785         (12,476,808)           (341,431)
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                14,279,338          (7,010,931)          5,016,319

Capital transactions:
Purchase of Variable Account D units                         6,335,373          25,554,696          59,086,577
Redemption of Variable Account D units                     (11,835,588)        (14,240,935)         (1,544,834)
Policy administration charged redeemed
from Fortis Series Fund, Inc.                                   18,101              29,237              12,517
                                                         ------------------------------------------------------
Net (decrease) increase in net assets from
capital transactions                                        (5,482,114)         11,342,998          57,554,260
                                                         ------------------------------------------------------

Total increase in net assets                                 8,797,224           4,332,067          62,570,579
Net assets, beginning of year                               95,104,238          90,772,171          28,201,592
                                                         ------------------------------------------------------
Net assets, end of year                                   $103,901,462         $95,104,238         $90,772,171
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------

</TABLE>

                                                                               7

<PAGE>

                          Fortis Benefits Insurance Company

                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31
                                                               1995               1994                 1993
                                                         ------------------------------------------------------
<S>                                                      <C>                  <C>                  <C>
GLOBAL GROWTH SUBACCOUNT
Investment income:
  Dividend income                                         $    889,918        $    829,695         $   155,024
  Policy administration charge (NOTE 3)                        (45,368)            (53,708)             (8,113)
  Mortality, expense risk and
    administrative charges (NOTE 3)                         (1,926,551)         (1,383,450)           (349,296)
                                                         ------------------------------------------------------
Net investment loss                                         (1,082,001)           (607,463)           (202,385)

Net realized gain on redemption of Fortis
  Series Fund, Inc. portfolio shares                           489,178              37,068             209,274
Net change in unrealized appreciation
  (depreciation) on investments                             35,553,129          (3,836,491)          4,261,435
                                                         ------------------------------------------------------
Net increase (decrease) in net assets from
  operations                                                34,960,306          (4,406,886)          4,268,324

Capital transactions:
  Purchase of Variable Account D units                      20,455,245          64,953,591          56,621,267
  Redemption of Variable Account D units                    (8,118,814)         (2,600,492)         (3,262,479)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                    45,368              53,708               8,113
                                                         ------------------------------------------------------
Net increase in net assets from capital
  transactions                                              12,381,799          62,406,807          53,366,901
                                                         ------------------------------------------------------
Total increase in net assets                                47,342,105          57,999,921          57,635,225
Net assets, beginning of year                              123,313,276          65,313,355           7,678,130
                                                         ------------------------------------------------------
Net assets, end of year                                   $170,655,381        $123,313,276         $65,313,355
                                                         ------------------------------------------------------
                                                         ------------------------------------------------------
</TABLE>

                                                                               8

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
AGGRESSIVE GROWTH SUBACCOUNT
Investment income:
  Dividend income                                          $   131,332         $    45,402
  Policy administration charge (NOTE 3)                         (1,793)               (770)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (304,716)            (48,160)
                                                         -----------------------------------
Net investment loss                                           (175,177)             (3,528)

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                           534,513             (14,814)
Net change in unrealized appreciation on investments         4,721,034             354,186
                                                         -----------------------------------
Net increase in net assets from operations                   5,080,370             335,844

Capital transactions:
  Purchase of Variable Account D units                      25,278,245          11,875,955
  Redemption of Variable Account D units                    (3,729,001)           (975,992)
  Policy administration charge redeemed from
    Fortis Series Fund, Inc.                                     1,793                 770
                                                         -----------------------------------
Net increase in net assets from capital transactions        21,551,037          10,900,733
                                                         -----------------------------------

Total increase in net assets                                26,631,407          11,236,577
Net assets, beginning of year                               11,236,577                   -
                                                         -----------------------------------
Net assets, end of year                                    $37,867,984         $11,236,577
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                               9

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
GROWTH & INCOME SUBACCOUNT
  Investment income:
  Dividend income                                          $   909,272         $   154,775
  Policy administration charge (NOTE 3)                         (1,503)               (602)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (437,914)            (66,282)
                                                         -----------------------------------
Net investment income                                          469,855              87,891

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                            35,576              (5,003)
Net change in unrealized appreciation (depreciation)
  on investments                                             7,722,201            (139,658)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations        8,227,632             (56,770)

Capital transactions:
  Purchase of Variable Account D units                      31,904,014          15,287,620
  Redemption of Variable Account D units                      (816,805)           (212,455)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                            1,503                 602
                                                         -----------------------------------
Net increase in net assets from capital transactions        31,088,712          15,075,767
                                                         -----------------------------------

Total increase in net assets                                39,316,344          15,018,997
Net assets, beginning of year                               15,018,997                   -
                                                         -----------------------------------
Net assets, end of year                                    $54,335,341         $15,018,997
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              10

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                 <C>
HIGH YIELD SUBACCOUNT
Investment income:
  Dividend income                                         $  2,182,916       $     546,340
  Policy administration charge (NOTE 3)                           (720)               (314)
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                  (251,064)            (67,430)
                                                         -----------------------------------
Net investment income                                        1,931,132             478,596

Net realized gain (loss) on redemption of Fortis
  Series Fund, Inc. portfolio shares                            47,908              (2,813)
Net change in unrealized depreciation on investments          (221,078)           (596,104)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations        1,757,962            (120,321)

Capital transactions:
  Purchase of Variable Account D units                      14,434,829          13,838,144
  Redemption of Variable Account D units                    (2,740,528)         (1,751,048)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                              720                 314
                                                         -----------------------------------
Net increase in net assets from capital transactions        11,695,021          12,087,410
                                                         -----------------------------------

Total increase in net assets                                13,452,983          11,967,089
Net assets, beginning of year                               11,967,089                   -
                                                         -----------------------------------
Net assets, end of year                                    $25,420,072         $11,967,089
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              11

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
GLOBAL ASSET ALLOCATION SUBACCOUNT
Investment income:
  Dividend income                                                   $   345,923
  Policy administration charge (NOTE 3)                                    (154)
  Mortality, expense risk and administrative charges
   (NOTE 3)                                                             (77,959)
                                                                   -------------
Net investment income                                                   267,810

Net realized loss on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                      (27,354)
Net change in unrealized appreciation on investments                    351,983
                                                                   -------------
Net increase in net assets from operations                              592,439

Capital transactions:
  Purchase of Variable Account D units                               12,634,681
  Redemption of Variable Account D units                               (230,615)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       154
                                                                   -------------
Net increase in net assets from capital transactions                 12,404,220

Total increase in net assets                                         12,996,659
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                             $12,996,659
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              12

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
GLOBAL BOND SUBACCOUNT
Investment income:
  Dividend income                                                   $   336,887
  Policy administration charge (NOTE 3)                                    (174)
  Mortality, expense risk and administrative charges (NOTE 3)           (49,301)
                                                                   -------------
Net investment income                                                   287,412

Net realized gain on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                       52,221
Net change in unrealized depreciation on investments                    (14,301)
                                                                   -------------
Net increase in net assets from operations                              325,332

Capital transactions:
  Purchase of Variable Account D units                                8,616,566
  Redemptions of Variable Account D units                            (2,223,052)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       174
                                                                   -------------
Net increase in net assets from capital transactions                  6,393,688
                                                                   -------------

Total increase in net assets                                          6,719,020
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                              $6,719,020
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              13

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
INTERNATIONAL STOCK SUBACCOUNT
Investment income:
  Dividend income                                                   $    180,007
  Policy administration charge (NOTE 3)                                    (217)
  Mortality, expense risk and administrative charges (NOTE 3)           (74,571)
                                                                   -------------
Net investment income                                                   105,219

Net realized gain on redemption of Fortis Series Fund, Inc.
  portfolio shares                                                        1,557
Net change in unrealized appreciation on investments                    646,603
                                                                   -------------
Net increase in net assets from operations                              753,379

Capital transactions:
  Purchase of Variable Account D units                               12,487,255
  Redemption of Variable Account D units                               (146,385)
  Policy administration charge redeemed from Fortis
    Series Fund, Inc.                                                       217
                                                                   -------------
Net increase in net assets from capital transactions                 12,341,087
                                                                   -------------

Total increase in net assets                                         13,094,466
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                             $13,094,466
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              14

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                    <C>
VALUGROWTH STOCK SUBACCOUNT
Investment income:
  Dividend income                                           $   50,547          $        -
  Policy administration charge (NOTE 3)                            (58)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (39,979)             (4,796)
                                                         -----------------------------------
Net investment income (loss)                                    10,510              (4,796)

Net realized gain on redemption of Norwest Select
  Fund portfolio shares                                         12,413                 499
Net change in unrealized appreciation (depreciation)
  on investments                                               510,859             (24,752)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          533,782             (29,049)

Capital transactions:
  Purchase of Variable Account D units                       3,099,798           1,400,545
  Redemption of Variable Account D units                      (225,312)            (22,297)
  Policy administration charge redeemed from Norwest
    Select Fund                                                     58                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions         2,874,544           1,378,248
                                                         -----------------------------------

Total increase in net assets                                 3,408,326           1,349,199
Net assets, beginning of year                                1,349,199                   -
                                                         -----------------------------------
Net assets, end of year                                     $4,757,525          $1,349,199
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              15

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                      <C>
INTERMEDIATE BOND SUBACCOUNT
  Investment income:
  Dividend income                                           $  172,247            $      -
  Policy administration charge (NOTE 3)                             (8)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (27,041)             (2,966)
                                                         -----------------------------------
Net investment income (loss)                                   145,198              (2,966)

Net realized gain (loss) on redemption of Norwest
  Select Fund portfolio shares                                  24,440                (113)
Net change in unrealized appreciation on investments            98,386                  51
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          268,024              (3,028)

Capital transactions:
  Purchase of Variable Account D units                       2,635,557             701,952
  Redemption of Variable Account D units                      (521,303)            (13,149)
  Policy administration charge redeemed from Norwest
    Select Fund                                                      8                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions         2,114,262             688,803
                                                         -----------------------------------

Total increase in net assets                                 2,382,286             685,775
Net assets, beginning of year                                  685,775                   -
                                                         -----------------------------------
Net assets, end of year                                     $3,068,061            $685,775
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              16

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                      <C>
ADJUSTABLE U.S. GOVERNMENT RESERVE SUBACCOUNT
Investment income:
  Dividend income                                             $  1,035            $      -
  Policy administration charge (NOTE 3)                              -                   -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                    (2,147)             (2,873)
                                                         -----------------------------------
Net investment loss                                             (1,112)             (2,873)

Net realized gain on redemption of Norwest Select
  Fund portfolio shares                                          5,426               1,784
Net change in unrealized (depreciation) appreciation
  on investments                                                (4,872)              4,872
                                                         -----------------------------------
Net (decrease) increase in net assets from operations             (558)              3,783

CAPITAL TRANSACTIONS:
  Purchase of Variable Account D units                         394,984             801,713
  Redemptions of Variable Account D Units                     (968,236)           (231,686)
  Policy administration charge redeemed from Norwest
    Select Fund                                                      -                   -
                                                         -----------------------------------
Net (decrease) increase in net assets from capital
  transactions                                                (573,252)            570,027
                                                         -----------------------------------

Total (decrease) increase in net assets                       (573,810)            573,810
Net assets, beginning of year                                  573,810                   -
                                                         -----------------------------------
Net assets, end of year                                       $      -            $573,810
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

                                                                              17

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                                        1995
                                                                   -------------
<S>                                                                <C>
SMALL COMPANY STOCK SUBACCOUNT
Investment income:
  Dividend income                                                     $  28,697
  Policy administration charge (NOTE 3)                                       -
  Mortality, expense risk and administrative charges (NOTE 3)            (2,828)
                                                                   -------------
Net investment income                                                    25,869

Net realized loss on redemption of Norwest Select Fund
  portfolio shares                                                         (329)
Net change in unrealized depreciation on investments                    (12,343)
                                                                   -------------
Net increase in net assets from operations                               13,197

Capital transactions:
  Purchase of Variable Account D units                                  862,524
  Redemption of Variable Account D units                                 (3,639)
  Policy administration charge redeemed from Norwest
    Select Fund                                                               -
                                                                   -------------
Net increase in net assets from capital transactions                    858,885
                                                                   -------------

Total increase in net assets                                            872,082
Net assets, beginning of year                                                 -
                                                                   -------------
Net assets, end of year                                                $872,082
                                                                   -------------
                                                                   -------------

</TABLE>

                                                                              18

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                   Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                                               1995               1994
                                                         -----------------------------------
<S>                                                      <C>                   <C>
INTERNATIONAL PORTFOLIO SUBACCOUNT
Investment income:
  Dividend income                                           $    5,274         $         -
  Policy administration charge (NOTE 3)                             (7)                  -
  Mortality, expense risk and administrative charges
    (NOTE 3)                                                   (19,707)             (3,751)
                                                         -----------------------------------
Net investment loss                                            (14,440)             (3,751)

Net realized loss on redemption of Scudder Variable
  Life Investment Fund portfolio shares                         (4,479)             (2,393)
Net change in unrealized appreciation (depreciation)
  on investments                                               150,241             (36,913)
                                                         -----------------------------------
Net increase (decrease) in net assets from operations          131,322             (43,057)

Capital transactions:
  Purchase of Variable Account D units                       1,133,126           1,037,359
  Redemption of Variable Account D units                      (431,126)            (16,178)
  Policy administration charge redeemed from Scudder
     Variable Life Investment Fund                                   7                   -
                                                         -----------------------------------
Net increase in net assets from capital transactions           702,007           1,021,181
                                                         -----------------------------------

Total increase in net assets                                   833,329             978,124
Net assets, beginning of year                                  978,124                   -
                                                         -----------------------------------
Net assets, end of year                                     $1,811,453         $   978,124
                                                         -----------------------------------
                                                         -----------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.

                                                                              19

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                            Notes to Financial Statements

                                  December 31, 1995


1. GENERAL

Fortis Benefits Insurance Company Variable Account D (the Account) was
established as a segregated asset account of Fortis Benefits Insurance Company
(Fortis Benefits) on October 14, 1987 under Minnesota Law. The Account is
registered under the Investment Company Act of 1940 as a unit investment trust.

Fortis Benefits was founded in 1910. At the end of 1995, Fortis Benefits had
approximately $86 billion of total life insurance in force. Fortis Benefits is a
Minnesota corporation and is qualified to sell life insurance and annuity
contracts in the District of Columbia and in all states except New York. Fortis
Benefits is an indirectly wholly-owned subsidiary of Fortis, Inc., which is
itself indirectly owned 50% by N.V. AMEV and 50% by Compagnie Financiere et de
Reassurance du Group AG ("Group AG"). Fortis, Inc. manages the United States
operations for these two companies.

N.V. AMEV is a diversified financial services company headquartered in Utrecht,
The Netherlands, where its insurance operations began in 1847. Group AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG have merged their
operating companies under the trade name of Fortis. The Fortis group of
companies is active in insurance, banking and financial services, and real
estate development in The Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had over $140 billion
in assets at the end of 1995.

Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to the portfolios in exchange for investment
advisory and management fees. Investment advisory and management fees are based
on each portfolio's daily net assets and decrease in reduced percentages as
average daily net assets increase. The fees represent an investment expense to
Fortis Series Fund, Inc. which reduces the portfolios' net assets. The fees
charged by Fortis Advisers, Inc. are not available on an individual variable
account basis. Fees for all variable accounts to which Fortis Advisers, Inc.
provided investment management services amounted to $7,819,224, $5,839,044 and
$3,748,274 in 1995, 1994 and 1993, respectively.

                                                                              20

<PAGE>


                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

There are sixteen subaccounts within the Account. The investment objectives and
policies of each of the Account's subaccounts are as follows:

    -    GROWTH STOCK SUBACCOUNT--seeks growth of capital through short-term
         and long-term appreciation.


    -    U.S. GOVERNMENT SECURITIES SUBACCOUNT--seeks to earn a high level of
         current income consistent with prudent investment risk.

    -    MONEY MARKET SUBACCOUNT--seeks high levels of capital stability and
         liquidity and, to the extent consistent with these objectives, a high
         level of current income.

    -    ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of return
         on capital primarily through increased ownership of equity securities
         during periods when stock market conditions appear favorable and
         short-term and long-term debt instruments during periods when stock
         market conditions are less favorable.

    -    DIVERSIFIED INCOME SUBACCOUNT--seeks high levels of current income by
         investing primarily in a diversified portfolio of government
         securities and investment-grade corporate bonds.

    -    GLOBAL GROWTH SUBACCOUNT--seeks long-term capital appreciation in
         equity securities that are allocated among diverse international
         markets.

    -    AGGRESSIVE GROWTH SUBACCOUNT--seeks long-term capital appreciation in
         equity securities.

    -    GROWTH & INCOME SUBACCOUNT--seeks growth of capital and current income
         through ownership of equity securities that provide an income
         component and the potential for growth.

    -    HIGH YIELD SUBACCOUNT--seeks maximum total return through current
         income from, and capital appreciation of, a diversified portfolio of
         high-yielding fixed-income securities.

                                                                              21

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


1. GENERAL (CONTINUED)

    -    GLOBAL ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of
         return through ownership of foreign and domestic equity securities
         when stock market conditions appear favorable and short-term and
         long-term foreign and domestic debt instruments when stock market
         conditions are less favorable.

    -    GLOBAL BOND SUBACCOUNT--seeks total return from current income and
         capital appreciation by investing in a global portfolio of
         high-quality fixed-income securities.

    -    INTERNATIONAL STOCK SUBACCOUNT--seeks capital appreciation by
         investing primarily in equity securities of non-United States
         companies.

    -    VALUGROWTH STOCK SUBACCOUNT--seeks growth of capital by investing
         principally in medium and large capitalization companies that possess
         above-average growth characteristics and attractive valuations.

    -    INTERMEDIATE BOND SUBACCOUNT--seeks income through investing primarily
         in a diversified portfolio of government and corporate bonds in an
         evenly balanced maturity structure.


    -    SMALL COMPANY STOCK SUBACCOUNT--seeks growth of capital by investing
         primarily in the common stock of small and medium-size domestic
         companies that are either in the early stages of development or that
         produce goods and services having a favorable prospect for growth.

    -    INTERNATIONAL PORTFOLIO SUBACCOUNT--seeks long-term growth of capital
         primarily through diversified holdings of marketable foreign equity
         securities.

                                                                              22

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS

Investments in shares of Fortis Series Fund, Inc., the Norwest Select Fund and
the Scuddder Variable Life Investment Fund (the Funds) are stated at market
value, which is based on the percentage owned by the Account of the net asset
value of the respective portfolios of the Funds. The Funds' net asset value is
based on market quotations of the securities held in the portfolios. The cost of
investments sold and redeemed is determined using the average cost method.
Unrealized appreciation or depreciation of investments represents the Account's
share of the mutual fund's undistributed net investment income, undistributed
realized gains and losses and unrealized appreciation or depreciation in the
Funds' investments.

Purchases and sales of shares of the Funds are recorded on the trade date. The
number of shares and aggregate cost of purchases and proceeds from sales of
shares were as follows:

Year ended December 31, 1995:
<TABLE>
<CAPTION>
                                                             SHARES               
                                                 ---------------------------       COST OF         PROCEEDS
                                                   PURCHASED        SOLD          PURCHASES       FROM SALES
                                                 -------------------------------------------------------------
<S>                                              <C>             <C>            <C>             <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              1,474,490       534,461      $38,219,083     $13,219,252
  U.S. Government Securities Series                  774,095     2,822,335        8,256,814      28,588,389
  Money Market Series                              3,006,701     3,520,068       32,427,432      37,776,714
  Asset Allocation Series                          1,708,881       515,324       26,748,824       7,609,627
  Diversified Income Series                          436,611     1,063,223        5,016,172      11,853,689
  Global Growth Series                             1,232,021       624,923       18,345,602       8,164,182
  Aggressive Growth Series                         2,130,122       300,532       24,945,836       3,730,794
  Growth & Income Series                           2,741,398        71,626      31,425 ,809         818,308
  High Yield Series                                1,387,101       266,413       14,170,291       2,741,248
  Global Asset Allocation Series                   1,130,399        23,288       12,516,549         230,769
  Global Bond Series                                 759,105       193,919        8,564,998       2,223,226
  International Stock Series                       1,159,824        14,425       12,411,656         146,602
Norwest Select Fund:
  ValuGrowth Stock Fund                              273,933        20,542        3,057,527         225,370
  Intermediate Bond Fund                             242,873        48,103        2,608,128         521,311
  Adjustable U.S. Government Reserve Fund             38,761        94,688          392,834         968,236
  Small Company Stock Fund                            75,540           314          859,233           3,639
Scudder Variable Life Investment Fund:
  International Portfolio                            101,034        39,728        1,113,265         431,133
</TABLE>

                                                                              23

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

Year ended December 31, 1994:

<TABLE>
Caption>
                                                          SHARES                 
                                                 -------------------------       COST OF         PROCEEDS
                                                   PURCHASED       SOLD         PURCHASES       FROM SALES
                                                 -----------------------------------------------------------
<S>                                              <C>             <C>           <C>              <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              3,266,440       631,035     $72,583,504      $13,830,835
  U.S. Government Securities Series                1,186,119     5,847,237      12,608,370       60,458,766
  Money Market Series                              5,458,066     3,903,494      52,479,135       40,593,794
  Asset Allocation Series                          4,191,226       496,813      58,622,192        6,924,469
  Diversified Income Series                        2,065,335     1,262,643      24,259,910       14,270,172
  Global Growth Series                             5,023,325       214,984      63,626,783        2,654,200
  Aggressive Growth Series                         1,246,139       103,726      11,828,451          976,762
  Growth & Income Series                           1,497,281        21,061      15,217,894          213,057
  High Yield Series                                1,381,673       175,340      13,771,173        1,751,362
Norwest Select Fund:
  ValuGrowth Stock Fund                              139,803         2,270       1,396,722           22,296
  Intermediate Bond Fund                              70,247         1,326         698,920           13,149
  Adjustable U.S. Government Reserve Fund             78,556        22,627         798,991          231,685
Scudder Variable Life Investment Fund:
  International  Portfolio                            93,016         1,517       1,031,994           16,179
</TABLE>

Year ended December 31, 1993:

<TABLE>
<CAPTION>
                                                           SHARES                  
                                                 -------------------------         COST OF       PROCEEDS
                                                   PURCHASED         SOLD         PURCHASES     FROM SALES
                                                 -----------------------------------------------------------
<S>                                              <C>             <C>          <C>               <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                              5,569,173     2,023,801    $119,659,211      $42,043,870
  U.S. Government Securities Series                7,847,700       430,131      89,739,057        4,904,695
  Money Market Series                              6,363,355     6,434,104      66,955,179       66,422,463
  Asset Allocation Series                          7,003,489        20,087      96,874,500          275,610
  Diversified Income Series                        4,741,780       124,081      58,340,524        1,557,351
  Global Growth Series                             4,674,292        29,735      56,287,883        3,270,592
</TABLE>
                                                                              24

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)

2. INVESTMENTS (CONTINUED)

The number of shares and cost of shares issued from reinvestment of dividends
with the Funds were as follows:

Year ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                  COST OF
                                                     SHARES       SHARES
                                                  --------------------------
<S>                                               <C>          <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                                67,820    $ 1,840,330
  U.S. Government Securities Series                     834          8,296
  Money Market Series                               134,020      1,390,716
  Asset Allocation Series                           771,842     12,053,233
  Diversified Income Series                             439          4,826
  Global Growth Series                               57,730        889,918
  Aggressive Growth Series                           10,929        131,332
  Growth & Income Series                             72,502        909,272
  High Yield Series                                 225,440      2,182,916
  Global Asset Allocation Series                     30,572        345,923
  Global Bond Series                                 30,119        336,887
  International Stock Series                         16,292        180,007
Norwest Select Fund:
  ValuGrowth Stock Fund                               4,219         50,547
  Intermediate Bond Fund                             15,730        172,247
  Small Company Stock Fund                            2,569         28,697
Scudder Variable Life Investment Fund:
  International Portfolio                               448          5,274

Year ended December 31, 1994:
<CAPTION>
                                                                 COST OF
                                                     SHARES      SHARES
                                                 --------------------------
<S>                                              <C>          <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                               101,668   $  2,224,886
  U.S. Government Securities Series               1,448,879     13,644,959
  Money Market Series                                     -              -
  Asset Allocation Series                           679,533      9,186,739
  Diversified Income Series                         731,228      7,607,329
  Global Growth Series                               68,077        829,695
  Aggressive Growth Series                           4 ,680         45,402
  Growth & Income Series                             15,373        154,775
  High Yield Series                                  57,965        546,340
</TABLE>
                                                                              25

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


2. INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                    COST OF
                                                       SHARES       SHARES
                                                 ---------------------------
<S>                                              <C>               <C>
Norwest Select Fund:
  ValuGrowth Stock Fund                                   -        $     -
  Intermediate Bond Fund                                  -              -
  Adjustable U.S. Government Reserve Fund                 -              -
Scudder Variable Life Investment Fund:
  International Portfolio                                 -              -

Year ended December 31, 1993:
<CAPTION>
                                                                   COST OF
                                                     SHARES        SHARES
                                                 ---------------------------
<S>                                              <C>           <C>
Fortis Series Fund, Inc.:
  Growth Stock Series                                41,732    $   948,153
  U.S. Government Securities Series               1,425,752     15,640,218
  Money Market Series                                64,733        662,017
  Asset Allocation Series                           415,385      5,851,029
  Diversified Income Series                         505,980      6,042,059
  Global Growth Series                               12,263        155,024
</TABLE>

3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATIONAL EXPENSES

Fortis Benefits assumes all organizational expenses of the Account.

PREMIUM TAXES

Where premium taxes or similar assessments are imposed by states or other
jurisdictions upon receipt of purchase payments, Fortis Benefits pays such taxes
on behalf of the contract owner and then will deduct a charge for these amounts
from the contract value upon surrender, death of the annuitant or contract
owner, or annuitization of the contract. In jurisdictions where premium taxes or
similar assessments are imposed at the time annuity payments begin, Fortis
Benefits will deduct a charge on a pro rata basis from the contract value at
that time.

                                                                              26
<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

POLICY ADMINISTRATION CHARGE

A $35 annual policy administrative charge is deducted each contract year from
the value of each Opportunity Variable and Masters Variable Annuity contract or
$30 for each Norwest Passage Variable Annuity contract on each anniversary of
the contract date or upon total surrender of the contract. This charge will be
waived during the accumulation period if the contract value at the end of the
contract year (or upon total surrender) is $25,000 or more.

MORTALITY AND EXPENSE RISK CHARGE

Fortis Benefits assesses each subaccount of the Account a daily charge for
mortality and expense risk at an annual rate of 1.25% of the net assets
representing equity of contract owners held in each subaccount.

ADMINISTRATIVE CHARGE

Fortis Benefits assesses each Fortis Series Fund, Inc. subaccount a daily charge
for administrative expenses at an annual rate of .10% of the net assets
representing equity of contract owners. For the Norwest Select Fund and Scudder
Variable Life Investment Fund subaccounts, the administrative charge is assessed
at an annual rate of .15%.

SURRENDER CHARGE

FREE SURRENDERS--The following amounts can be withdrawn from the contract
without a surrender charge:

  -  Any purchase payments received more than five years prior to the surrender
     date for Opportunity and Norwest Passage Variable Annuity contracts and
     seven years for Masters Variable Annuity contracts.

                                                                              27

<PAGE>

                          Fortis Benefits Insurance Company
                                  Variable Account D

                      Notes to Financial Statements (continued)


3. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)

  -  In any contract year, up to 10% of the purchase payments received less
     than five years prior to the surrender date for Opportunity and Norwest
     Passage Variable Annuity contracts and seven years prior to the surrender
     date for Masters Variable Annuity contracts.

  -  For Norwest Passage and Masters Variable Annuity contracts, any earnings
     that have not been previously surrendered.

AMOUNT OF SURRENDER CHARGE--Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders. The
surrender charge is based on a percentage of the amount of purchase payments
surrendered. The percentage of payments is set at 5% during the first year on
the Opportunity and Norwest Passage Variable Annuity contracts with a sliding
scale down to zero by the end of the fifth year, and is set at 7% during the
first year of the Masters Variable Annuity contracts with a sliding scale down
to zero by the end of the seventh year. Surrender charges collected by Fortis
Benefits were $2,205,945, $1,988,863 and $857,644 in 1995, 1994 and 1993,
respectively.

4. FEDERAL INCOME TAXES

The operations of the Account form a part of, and are taxed with, the operations
of Fortis Benefits, which is taxed as a life insurance company under the
Internal Revenue Code. As a result, the net asset values of the subaccounts are
not affected by federal income taxes on income distributions received by the
subaccounts.

                                                                              28

<PAGE>


APPENDIX A

PERFORMANCE INFORMATION

In advertising and other sales material for the Certificates, yield and total
return information for the Subaccounts of the Variable Account may be included.
The information below provides investment results for the indicated Subaccounts
of the Separate Account.  The results shown in this section are not an estimate
or guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date.  It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical pre-
existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent.  The seven day yield for the Money Market Subaccount as of December 31,
1995 was 5.59%.

An effective yield may also be quoted for the Money Market Subaccount.
Effective yield is calculated by compounding the current yield as follows:

                                                 365/7
    Effective Yield =   [(Base Period Return + 1)      ]  - 1

The seven day effective yield for the Money Market Subaccount as of December 31,
1995 was 5.75%.

Yield information for the other Subaccounts will be based on the thirty days
ended on a specified date and carried to the nearest hundredth of a percent,
according to the following formula:
                                  A-B      6
                               2[(-----+1)  -1]
                                   CD
Where:
    A = net investment income earned during the period by the Portfolio whose
    shares are owned by the Subaccount,

    B = expenses accrued for the period,

    C = the average daily number of Accumulation Units outstanding during the
    period, and

    D = the offering price per Accumulation Unit at the end of the last day of
    the period.

The following table sets figures for the thirty days ended December 31, 1995.

<TABLE>
<CAPTION>
            Subaccount                       Yield
            ----------                       -----
    <S>                                      <C>
    U.S. Government Securities . . . . . . . 9.83%

    Diversified Income . . . . . . . . . . . 7.76%
    High Yield . . . . . . . . . . . . . . . 4.37%
    Global Bond  . . . . . . . . . . . . . . 2.83%

</TABLE>

                                         A-1

<PAGE>

TOTAL RETURN CALCULATIONS

Total return information will be given for the one year and five year periods
ended on a specific date, provided that, if the registration statement has been
effective for a Subaccount only during a shorter period, then such shorter
period will be used.

AVERAGE ANNUAL TOTAL RETURN

Total average annual compounded rates of return for each period will be computed
to the nearest one hundredth of a percent, according to the following formula:
            n
    P(1 + T)  = CSV

Where:   P = a hypothetical initial purchase payment of $1000,

    T = average annual total return,

    n = number of years, and

    CSV = end of period Cash Surrender Value of hypothetical $1000 purchase
    payment made at the beginning of the period.

The following table shows total average annual rates of return for the period
indicated:
<TABLE>
<CAPTION>

                            ONE YEAR       FIVE YEAR        COMMENCEMENT OF
                            PERIOD ENDED   PERIOD ENDED     SUBACCOUNT (1) TO
SUBACCOUNT                 DEC. 31, 1995  DEC. 31, 1995(1)   DEC. 31, 1995
- ----------                 -------------  ----------------   -------------
<S>                         <C>            <C>                <C>
Growth Stock                  22.45%          12.70%            11.52%
U.S. Government Securities    13.71%           3.80%             4.43%
Diversified Income            12.19%           4.80%             5.19%
Asset Allocation              16.86%           8.85%             8.38%
Global Growth                 25.24%           N/A              10.35%
High Yield                    12.25%           N/A               1.44%
Growth & Income               24.76%           N/A              12.67%
Aggressive Growth             23.70%           N/A              10.50%
Global Bond                   17.43%           N/A              17.43%
Global Asset Allocation       12.42%           N/A              12.42%
International Stock            9.22%           N/A               9.22%

</TABLE>
- -------------------------

(1)    Commencing with effective date of initial registration statement for
       Global Growth Subaccount on May 1, 1992, U.S. Government Securities
       Subaccount on May 1, 1989, High Yield Subaccount, Growth & Income
       Subaccount, and Aggressive Growth Subaccount on May 1, 1994, Global Bond
       Subaccount, Global Asset Alocation Subaccount, and International Stock
       Subaccount on January 2, 1995, and for all other Subaccounts on May 2,
       1988.

CUMULATIVE TOTAL RETURN

Total cumulative rates of return for each period will be computed to the nearest
one hundredth of a percent, according to the following formula:

       CTR = CSV - P  100
             -------
                P

Where: P = a hypothetical initial purchase payment of $1,000,


                                         A-2

<PAGE>

       CTR = cumulative total return, and

       CSV = end of period Cash Surrender Value of hypothetical $1,000 purchase
       payment made at the beginning of the period.

<TABLE>
<CAPTION>
                            ONE-YEAR       FIVE-YEAR        COMMENCEMENT OF
                            PERIOD ENDED   PERIOD ENDED     SUBACCOUNT (1) TO
SUBACCOUNT                 DEC. 31, 1995  DEC. 31, 1995(1)   DEC. 31, 1995
- ----------                 -------------  ----------------   -------------
<S>                         <C>            <C>                <C>
Growth Stock                 22.45%         81.81%            130.70%
U.S. Government Securities   13.71%         20.49%             33.55%
Diversified Income           12.19%         26.39%             47.40%
Asset Allocation             16.86%         52.81%             85.40%
Global Growth                25.24%          N/A               43.54%
High Yield                   12.25%          N/A                2.41%
Growth & Income              24.76%          N/A               22.04%
Aggressive Growth            23.70%          N/A               17.61%
Global Bond                  17.43%          N/A               17.43%
Global Asset Allocation      12.42%          N/A               12.42%
International Stock           9.22%          N/A                9.22%

</TABLE>

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

(1)    Commencing with effective date of initial registration statement for
       Global Growth Subaccount on May 1, 1992, U.S. Government Securities
       Subaccount on May 1, 1989, High Yield Subaccount, Growth & Income
       Subaccount and Aggressive Growth Subaccount on May 1, 1994, Global Bond
       Subaccount, Global Asset Aloocation Subaccount, and International Stock
       Subaccount on January 2, 1995, and for all other Subaccounts on May 2,
       1988.

Yield figures do not reflect any surrender charge, and yield and total return
figures do not reflect any premium tax charge.  Yield and total return figures
do reflect the reimbursement of certain Fortis Series expenses.  Current Fixed
Account effective annual rates of interest may also be quoted in advertising and
other sales materials, and these rates do not reflect any deductions or charges.

Fortis Benefits may advertise its relative performance as compiled by outside
organizations.  Following is a list of ratings services which may be referred to
in advertisements, along with the category in which the applicable Subaccount is
included:

              Rating Service                          Category
              --------------                          --------

                             Aggressive Growth Subaccount

         Morningstar Publications, Inc.               aggressive growth
         Lipper Analytical Services, Inc.             small company growth


                               Global Growth Subaccount

         Morningstar Publications, Inc.               international stock
         Lipper Analytical Services, Inc.             global


                               Growth Stock Subaccount

         Morningstar Publications, Inc.               growth
         Lipper Analytical Services, Inc.             capital appreciation


                                         A-3

<PAGE>

                             Growth and Income Subaccount

         Morningstar Publications, Inc.               growth and income
         Lipper Analytical Services, Inc.             growth and income

                             Asset Allocation Subaccount

         Morningstar Publications, Inc.               balanced
         Lipper Analytical Services, Inc.             flexible portfolios

                                High Yield Subaccount

         Morningstar Publications, Inc.               high yield
         Lipper Analytical Services, Inc.             high current yield


                            Diversified Income Subaccount

         Morningstar Publications, Inc.               corporate bond
         Lipper Analytical Services, Inc.             general bond



                              U.S. Government Subaccount

         Morningstar Publications, Inc.               U.S. government bond
         Lipper Analytical Services, Inc.             U.S. government



                               Money Market Subaccount

         Morningstar Publications, Inc.               money market
         Lipper Analytical Services, Inc.             money market


                            International Stock Subaccount

         Morningstar Publications, Inc.               international stock
         Lipper Analytical Services, Inc.             international equity


                          Global Asset Allocation Subaccount

         Morningstar Publications, Inc.               balanced
         Lipper Analytical Services, Inc.             global flexible


                                Global Bond Subaccount

         Morningstar Publications, Inc.               international bond
         Lipper Analytical Services, Inc.             world income




                                         A-4

<PAGE>

                             Aggressive Growth Subaccount

         Morningstar Publications, Inc.               aggressive growth
         Lipper Analytical Services, Inc.             small company growth


                             Growth and Income Subaccount

         Morningstar Publications, Inc.               growth and income
         Lipper Analytical Services, Inc.             growth and income


                                High Yield Subaccount

         Morningstar Publications, Inc.               high yield
         Lipper Analytical Services, Inc.             high current yield


                              Blue Chip Stock Subaccount

         Morningstar Publications, Inc.               growth
         Lipper Analytical Services, Inc.             growth


                                   Value Subaccount

         Morningstar Publications, Inc.               growth
         Lipper Analytical Services, Inc.             growth


                              S & P 500 Index Subaccount

         Morningstar Publications, Inc.               growth & income
         Lipper Analytical Services, Inc.             S & P 500 Index


                                         A-5


<PAGE>


                                       PART II.

                        INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

    The estimated expenses of the issuance and distribution of the Contracts,
other than commissions on sales of the Contracts are as follows:
<TABLE>
<CAPTION>
                                       Amount
                                       ------
    <S>                                <C>
    Securities and Exchange Commission
         registration fee              $3,125
    Printing and engraving             $1,500
    Accounting fees and expenses       $1,500
    Legal fees and expenses            $3,000

</TABLE>
Item 14.  Indemnification of Directors and Officers

    Section 300.083 of Minnesota Law General Provision provides in part that a
corporation organized under such law shall have power to indemnify anyone made,
or threatened to be made, a party to a threatened, pending or completed
proceeding, whether civil or criminal, administrative or investigative, because
he is or was a director or officer of the corporation, or served as a director
or officer of another corporation at the request of the corporation.
Indemnification in such a proceeding may extend to judgments, penalties, fines
and amounts paid in settlement, as well as to reasonable expenses, including
attorneys' fees and disbursements.  In a civil proceeding, there can be no
indemnification under the statute, unless it appears that the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and its
shareholders and unless such person has received no improper personal benefit;
in a criminal proceeding, the person seeking indemnification must also have no
reasonable cause to believe his conduct was unlawful.

    Article VI Section 5 of the By-laws of the Fortis Benefits Insurance
Company provides as follows:

    Section 5.  The Company shall indemnify (including therein the prepayment
    of expenses) any person who is or was a director, officer or employee, or
    who is or was serving at the request of the Company as a director, officer
    or employee of another corporation, partnership, joint venture, trust or
    other enterprise for expenses (including attorney's fees), judgments, fines
    and amounts paid in settlement actually and reasonably incurred by him with
    respect to any threatened, pending or completed action, suit or proceedings
    against him by reason of the fact that he is or was such a director,
    officer or employee to the extent and in the manner permitted by law.

    Section 12 of the Principal Underwriter agreement incorporated as exhibit 1
to this registration statement (which is incorporated herein by this reference)
provides that Fortis Investors, Inc. and Fortis Benefits will indemnify each
other, and each other's officers, directors and controlling persons, with
respect to certain types of misstatements or omissions in connection with the
offer and sale of the Certificates.

<PAGE>

Certain officers, directors or controlling persons of Fortis Investors, Inc. are
also officers, directors and controlling persons of Fortis Benefits.

    Pursuant to the Principal Underwriter and Servicing Agreement, Fortis
Investors has agreed to indemnify Variable Account D, Fortis Benefits, and each
of its officers, directors and controlling persons for damages and expenses (1)
arising out of certain material misstatements and omissions in connection with
the offer and sale of the Contracts, if the misstatement or omission was based
on information furnished by Fortis Investors or (2) otherwise arising out of
Fortis Investors' negligence, bad faith, willful misfeasance or reckless
disregard of its responsibilities.  Pursuant to its Dealer Sales Agreements, a
form of which is filed as Exhibit 3(b) to this registration statement and is
incorporated herein by this reference, firms that sell the contracts agree to
indemnify Fortis Benefits, Fortis Investors, the Separate Account, and their
officers, directors, employees, agents, and controlling persons from liabilities
and expenses arising out of the wrongful conduct or omissions of said selling
firm or its officers, directors, employees, controlling persons or agents.

Item 15.  Recent Sales of Unregistered Securities

    The Registrant discovered that its registration of the dollar amounts of
    sales in the non-utilized interest in the fixed account had inadvertently
    been exceeded, resulting in unregistered sales of $61,164,136 between
    February 27, 1995 and October 25, 1995.  The Registrant claims no exemption
    for such excess and has provided a Notice of Rescission rights to those
    individuals who purchased unregistered securities.  The principal
    underwriter of such securities was Fortis Investors, Inc., an affiliated
    broker/dealer.

Item 16.  Exhibits and Financial Statement Schedule

    a.  Exhibits

    1.   Form of Principal Underwriter and Servicing Agreement  (Incorporated
         by reference from Form N-4 Registration Statement of Fortis Benefits
         and its Variable Account D filed on January 11, 1994, File No. 33-
         73986).

         Form of Amendment to Principal Underwriting (Incorporated by reference
         from Form N-4 Registration Statement of Fortis Benefits and its
         Variable Account D filed on January 11, 1994, File No. 33-73986).

    2.   Form of Asset Transfer and Acquisition Agreement dated August 28, 1991
         and supplement thereto dated October 1, 1991 (Incorporated by
         reference from Form 8-K filed on October 16, 1991 (as amended by Form
         8 filed on October 21, 1991), File No. 33-37576).

    3.   (a)  Articles of Incorporation of Fortis Benefits Insurance Company
         (Incorporated by reference from Form S-6 Registration Statement of
         Fortis Benefits and its Variable Account C filed on March 17, 1986,
         File No. 33-03919);

<PAGE>

         (b)  By-laws of Fortis Benefits Insurance Company (Incorporated by
         reference from Form S-6 Registration Statement of Fortis Benefits and
         its Variable Account C filed on March 17, 1986, File No. 33-03919);

         (c)  Amendment to Articles of Incorporation and By-laws dated November
         21, 1991.  (Incorporated by reference from Post-Effective Amendment
         No. 1 to the Form N-4 Registration Statement of Fortis Benefits and
         its Variable Account D filed on March 2, 1992, File No. 33-37577.)

    4.   (a)  Form of Combination Fixed and Variable Group Annuity Contract;
         (Incorporated by reference from Post-Effective Amendment No. 1 to the
         Form N-4 Registration Statement of Fortis Benefits and its Variable
         Account D filed on March 2, 1992, File No. 33-37577).

         (b)  Form of Certificate to be used in connection with Contract filed
         as Exhibit 4 (a); (Incorporated by reference from Post-Effective
         Amendment No. 1 to Form N-4 Registration Statement of Fortis Benefits
         and its Variable Account D filed on March 2, 1992, File No. 33-37577).

         (c)  Form of Application to be used in connection with Certificate
         filed as Exhibit 4 (b). (Incorporated by reference from Post-Effective
         Amendment No. 1 to the Form N-4 Registration Statement of Fortis
         Benefits and its Variable Account D filed on October 27, 1995, File
         No. 33-37577).

         (d) Form of IRA Endorsement (Incorporated by reference from Pre-
         Effective Amendment No. 1 to the Form N-4 Registration Statement of
         Fortis Benefits and its Variable Account D filed on March 28, 1991,
         File No. 33-37577.)

         (e) Form of Section 403(b) Annuity Endorsement (Incorporated by
         reference from Pre-Effective Amendment No. 1 to Form N-4 Registration
         Statement of Western Life and its Variable Account D filed on March
         28, 1991).

         (f) Annuity Contract Exchange Form (Incorporated by reference from
         Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement
         of Fortis Benefits and its Variable Account D filed on April 18, 1988,
         File No. 33-19421).

         (g) Form of Endorsement (incorporated by reference from Form N-4
         Registration Statement filed by Fortis Benefits and its Variable
         Account D on April 27, 1995, File No. 33-37577).

         (h) Nursing Care/Hospitalization Waiver of Surrender Charge Rider
         (incorporated by reference from Form N-4 Registration Statement filed
         by Fortis Benefits and its Variable Account D on April 27, 1995, File
         No. 33-19421).

    5.   Opinion and consent of Douglas R. Lowe, Esq., Assistant General
         Counsel of Fortis Benefits Insurance Company, as to the legality

<PAGE>

         of the securities being registered.  (Included as part of the original
         filing of this form S-1 Registration Statement filed on March 30,
         1992).

    10.  Fortis, Inc. Executive Incentive Compensation Plan (Incorporated by
         reference from Amendment No. 1 to Form S-1 Registration Statement of
         Fortis Benefits filed on March 28, 1991, File No. 33-37576).

    24.  Consent of Ernst & Young LLP.

    25.  Power of Attorney for Messrs. Freedman, Mackin, Mahoney, Clancy,
         Meler, Keller, Gaddy, Pollock, Clayton and Greiter.  (Incorporated by
         reference from Form S-6 Registration Statement of Fortis Benefits and
         its Variable Account C filed on December 17, 1993, File No. 33-73138).

    28.  (a)  A statement as to why certain financial statements are not
         included in this registration statement (Incorporated by reference
         from Amendment No. 2 to the Form S-1 Registration Statement of Fortis
         Benefits filed on December 16, 1991, File No. 33-37576).

    b.   Financial statement schedules included in Exhibit 28(b).

Item 17.  Undertakings

    The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement;

         (iii) To include any material information with respect to the plan of
         distribution not previously disclosed in the  registration statement
         or any material change to such information in the registration
         statement, including (but not limited to) any addition or deletion of
         a managing underwriter.

    (2)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed
    to be the initial bona fide offering thereof.

<PAGE>

    (3)  To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the termination
    of the offering.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provision described in response to
Item 14, or otherwise, the registrant 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 is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant 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 governed by the final adjudication of such issue.

<PAGE>

                                    EXHIBIT INDEX


Item
Number   Description
- ------   -----------


24.      Consent of Ernst & Young

<PAGE>

                                      SIGNATURES

As required by the Securities Act of 1933, the Registrant has caused this
amended Registration Statement to be signed on its behalf in the City of St.
Paul, State of Minnesota on this 26th day of April, 1996.

Forstis Benefits Insurance Company hereby makes the representation required by
Rule 485(b)(b) under that Act, and further represents that the amended
Registration Statement contains no information that would render Rule 485(b)
unavailable.

                             VARIABLE ACCOUNT D OF
                             FORTIS BENEFITS INSURANCE COMPANY
                             (Registrant)
                             By: FORTIS BENEFITS INSURANCE COMPANY

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

                             FORTIS BENEFITS INSURANCE COMPANY

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

As required by the Securities Act of 1933, this amended Registration Statement
has been signed by the following persons, in the capacities indicated, on April
26, 1996.

Signature                              Title With Fortis Benefits
- ---------                              --------------------------

*                                      Chairman of the Board
 ------------------------------
 Allen R. Freedman

*                                      Director
 ------------------------------
 Henry Carrol Mackin

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


                                       Director
- -------------------------------
 Arie Aristide Fakkert

    /s/                                Director
- ----    -----------------------
 Dean C. Kopperud

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


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

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

<PAGE>



                                      EXHIBIT 24

<PAGE>


                           Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 14, 1996 on the financial statements of Fortis
Benefits Insurance Company and our report dated March 22, 1996 on the financial
statements of Fortis Benefits Insurance Company Variable Account D in the
Registration Statement (Form S-1 No. 33-63799) and related Prospectus being
filed under the Securities Act of 1933 and the Investment Company Act of 1940
for the registration of flexible premium deferred combination variable and fixed
annuity contracts.


                                           /s/ Ernst & Young LLP


Minneapolis, Minnesota
April 25, 1996


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