<PAGE>
SURVIVORSHIP FLEXIBLE PREMIUM
ADJUSTABLE VARIABLE LIFE INSURANCE POLICIES
ISSUED BY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Supplement dated August 30, 1999
Prospectus dated May 1, 1999
The Prospectus for the Policy is revised to change the name of one Division of
the Separate Account, effective as of the date of this Supplement.
This change is being made in order to maintain consistency between the name of
the Divisions and the names of the investment funds in which the Divisions
invest. See page 15 of the Prospectus for more information about the Divisions
and the investment funds.
Listed below are the "old" name and "new" name of the Division, along with the
name of the associated investment fund.
Old Division Name New Division Name Investment Fund
- ----------------- ----------------- ---------------
Oppenheimer Growth Oppenheimer Capital Oppenheimer Capital
Appreciation Appreciation Fund/VA
The name of the investment fund listed above was previously changed to its
current name as of May 1, 1999. This information was previously communicated
and still appears in the footnotes to the tables in the attached pages.
No Impact on Policy Transactions
Net Premium allocations will not be affected. Current allocations to the
Division that invests in the fund listed above will continue to go to the
Division that invests in that same fund, even though the name of the Division
has changed. These allocations will not change without your written
instructions.
Similarly, deductions made from the Account Value of the Policy, and all other
Policy transactions, will not be affected.
Revised Prospectus Pages
Revisions to certain pages of the Prospectus for the Policy are as follows:
1. The fourth paragraph of Page 1 is revised to clarify the distinction between
Divisions and investment funds.
2. Two footnotes on Page 5 are changed. The first one is revised to indicate
the name change of the Division.
3. The Chart footnotes on Page 18 of Section III, Investment Options, have been
similarly revised. The second one corrects an error in the name of the
Oppenheimer Aggressive Growth Division.
4. The footnotes to Tables 1 and 2 (continued) in Appendix C (Pages 34 and 36)
also have been similarly revised.
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August 30, 1999 Li2200-99.1
<PAGE>
Survivorship Flexible Premium Adjustable
Variable Life Insurance Policies*
Issued by Massachusetts Mutual Life Insurance Company
This Prospectus describes a survivorship life insurance policy (the "Policy")
offered by Massachusetts Mutual Life Insurance Company ("MassMutual"). While the
Policy is in force, it provides lifetime insurance protection on the two
Insureds named in the Policy. It pays a Death Benefit at the death of the last
surviving Insured (the "second death").
In this Prospectus, "you" and "your" refer to the Owner of the Policy. "We,"
"us," and "our" refer to MassMutual.
The Policy provides premium payment and Death Benefit flexibility. It permits
you to vary the frequency and amount of premium payments and to increase or
decrease the Death Benefit. This flexibility allows you to meet changing
insurance needs under a single insurance policy.
You may allocate Net Premiums and Account Value among the Divisions of the
Separate Account offered under this Policy and a Guaranteed Principal Account
(the "GPA"). Each Division invests in shares of a designated investment fund.
Currently, the following funds are available under this Policy.
<TABLE>
<CAPTION>
MML Trust Oppenheimer Trust Variable Insurance Products Fund II
- --------- ----------------- -----------------------------------
<S> <C> <C>
MML Equity Fund Oppenheimer Capital Appreciation Fund/VA VIP II Contrafund Portfolio
MML Managed Bond Fund Oppenheimer Aggressive Growth Fund/VA
MML Money Market Fund Oppenheimer Global Securities Fund/VA
MML Blend Fund Oppenheimer Strategic Bond Fund/VA T. Rowe Price Equity Series, Inc.
---------------------------------
MML Equity Index Fund T. Rowe Price Mid-Cap Growth Portfolio
MML Small Cap Value Equity
Fund American Century Variable
Portfolios, Inc.
----------------
American Century VP Income & Growth
</TABLE>
You bear the investment risk of any Account Value allocated to the investment
funds. The Death Benefit may vary, and the Net Surrender Value will vary,
depending on the investment performance of the funds.
This Policy is not a deposit or obligation of, or guaranteed or endorsed by, any
financial institution. It is not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other federal agency. It is also
subject to investment risks, including loss of the principal amount invested.
We service the Policy at our Administrative Office located at 1295 State Street,
Springfield, Massachusetts 01111-0001. Our telephone number is (413) 788-8411.
Our Home Office is located in Springfield, Massachusetts.
This Policy provides insurance protection. It is not a way to invest in mutual
funds. Replacing an existing life insurance policy with this Policy may not be
to your advantage.
Please read this prospectus and keep it for further reference.
Neither the United States Securities and Exchange Commission nor any state
securities commission has approved this Prospectus or determined that it is
accurate or complete. Any representation to the contrary is a criminal offense.
This Prospectus is valid only when accompanied by the prospectuses for the
investment funds. The Securities and Exchange Commission maintains a Web site
(http://www.sec.gov) that contains material incorporated by reference and other
information regarding registrants that is filed with the Commission.
This Prospectus is not an offer to sell the Policy in any jurisdiction where it
is illegal to offer the Policy or to anyone to whom it is illegal to offer the
Policy.
EFFECTIVE AUGUST 30, 1999
*Title may vary in some jurisdictions.
<PAGE>
INVESTMENT MANAGEMENT FEES
AND OTHER EXPENSES
Total fund operating expenses expressed as a percentage of average net assets
for the year ended December 31, 1998.
<TABLE>
<CAPTION>
Total Fund
Management Other Operating
Fund Name Fees Expenses Expenses
- --------------------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
MML Equity Fund 0.37% 0.00% 0.37%
MML Managed Bond Fund 0.45% 0.03% 0.48%
MML Blend Fund 0.37% 0.00% 0.37%
MML Money Market Fund 0.46% 0.03% 0.49%
MML Equity Index Fund 0.30% 0.20% 0.50%
MML Small Cap Value Equity
Fund 0.39% 0.05% 0.44%
Oppenheimer Capital
Appreciation Fund/VA + 0.72% 0.03% 0.75%
Oppenheimer Aggressive Growth
Fund/VA ++ 0.69% 0.02% 0.71%
Oppenheimer Global Securities
Fund/VA 0.68% 0.06% 0.74%
Oppenheimer Strategic Bond
Fund/VA 0.74% 0.06% 0.80%
VIP II Contrafund Portfolio* 0.59% 0.07% 0.66%
T. Rowe Price Mid-Cap Growth
Portfolio 0.85% 0.00% 0.85%
American Century VP Income &
Growth N/A N/A 0.70%
- --------------------------------------------------------------------------------------
</TABLE>
+ The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to
August 30, 1999, the Oppenheimer Capital Appreciation Division was called
the Oppenheimer Growth Division.
++ The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund.
*A portion of the brokerage commissions that Contrafund pays was used to
reduce the Other Expenses for the Fund. In addition, Contrafund, or the
investment manager on behalf of the Fund, entered into an arrangement with
a Fund custodian whereby credits realized as a result of non-invested cash
balances were used to reduce custodian expenses. Without such reductions,
the Other Expenses would have been 0.11%, increasing the Total Fund
Operating Expenses to 0.70%.
Introduction 5
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT PREFERENCE CHART*
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Oppenheimer Global Securities Fund/VA
VIP II Contrafund Portfolio
Oppenheimer Aggressive Growth Fund/VA ++
MML Small Cap Value Equity Fund
T. Rowe Price Mid-Cap Growth Portfolio
Oppenheimer Capital Appreciation Fund/VA +
MML Equity Index Fund
American Century VP Income & Growth
MML Equity Fund
MML Blend Fund
Oppenheimer Strategic Bond Fund/VA
MML Managed Bond Fund
MML Money Market Fund
Guaranteed Principal Account
- ----------------------------------------------------------------------------------------------------------------------------------
Conservative Less Conservative Moderate Aggressive More Aggressive
</TABLE>
Conservative: Investment goal is preservation of principal, while incurring
little risk.
Less Conservative: Investment goal is primarily preservation of principal, with
some desire for growth.
Moderate: Investment goal is growth, while seeking some preservation of
principal.
Aggressive: Investment goal is growth, with more tolerance for risk.
More Aggressive: Investment goal is significant growth over the long-term, with
greater tolerance for risk.
+ The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++ The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund.
*This chart is provided by Massachusetts Mutual Life Insurance Company. It does
not necessarily reflect the opinion of the underlying fund managers.
MML Money Market Fund
MML Money Market Fund seeks to maximize current income, to preserve capital, and
to maintain liquidity by investing in money market instruments.
MML Managed Bond Fund
MML Managed Bond Fund seeks a high rate of return, consistent with capital
preservation, by investing primarily in investment grade, publicly traded, fixed
income securities.
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Strategic Bond Fund/VA is a mutual fund that seeks a high level of
current income principally derived from interest on debt securities and seeks to
enhance such income by writing covered call options on debt securities. The Fund
invests in three market sectors: debt securities of foreign government and
companies, U.S. Government securities, and lower-rated, high-yield securities of
U.S. companies.
MML Blend Fund
MML Blend Fund seeks a high total rate of return over time, consistent with
prudent investment risk and capital preservation, by investing in equity, fixed
income and money market securities.
Sub-adviser to the equity sector of the Fund is David L. Babson & Company, Inc.
MML Equity Fund
MML Equity Fund seeks to achieve a superior rate of return over time from both
capital appreciation and current income and to preserve capital by investing in
equity securities.
Sub-adviser to the Fund is David L. Babson & Company, Inc.
18 Investment Options
<PAGE>
TABLE 1
EFFECTIVE ANNUAL RATES OF RETURN
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Since
Fund Inception 15 Years 10 Years 5 Years 1 Year
- -------------------------------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
MML Equity 14.84% 15.76% 16.39% 19.66% 16.20%
MML Managed Bond 10.24% 10.16% 9.19% 7.07% 8.14%
MML Blend 13.67% --- 13.70% 14.60% 13.56%
MML Money Market 6.66% 6.16% 5.41% 4.95% 5.16%
MML Equity Index 31.03% --- --- --- 28.22%
MML Small Cap Value Equity (23.88%) --- --- --- (23.88%)*
Oppenheimer Capital Appreciation+ 16.03% --- 16.85% 22.10% 24.00%
Oppenheimer Aggressive Growth++ 15.07% --- 16.12% 13.06% 12.36%
Oppenheimer Global Securities 12.49% --- --- 9.67% 14.11%
Oppenheimer Strategic Bond 6.79% --- --- 6.83% 2.90%
VIP II Contrafund Portfolio 28.62% --- --- --- 29.98%
T. Rowe Price Mid-Cap Growth Portfolio 20.43% --- --- --- 22.08%
American Century VP Income & Growth 30.68% --- --- --- 26.87%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
The figures in this Table do not reflect any charges at the Separate
Account or Policy level.
+ The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to
August 30, 1999, the Oppenheimer Capital Appreciation Division was called
the Oppenheimer Growth Division.
++ The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund.
*Since inception.
<TABLE>
<CAPTION>
Dates of inception:
<S> <C>
MML Equity Fund - 9/15/71 Oppenheimer Capital Appreciation Fund/VA - 4/3/85
MML Managed Bond Fund - 12/16/81 Oppenheimer Aggressive Growth Fund/VA - 8/15/86
MML Money Market Fund - 12/16/81 Oppenheimer Global Securities Fund/VA - 11/12/90
MML Blend Fund - 2/3/84 Oppenheimer Strategic Bond Fund/VA - 5/3/93
MML Equity Index Fund - 5/1/97 VIP II Contrafund Portfolio - 1/3/95
MML Small Cap Value Equity Fund - 6/1/98 T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century VP Income & Growth - 10/30/97
</TABLE>
34 Appendix C
<PAGE>
TABLE 2 (continued)
ONE YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
T. Rowe Price American
Oppenheimer Oppenheimer Oppenheimer Oppenheimer VIP II Mid Cap Century
Year Ended Capital Aggressive Global Strategic Bond Contrafund Growth VP Income &
Appreciation + Growth ++ Securities Portfolio Portfolio Growth
- ------------ --------------- --------------- -------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
1998 24.00% 12.36% 14.11% 2.90% 29.98% 22.08% 26.87%
1997 26.69% 11.67% 22.42% 8.71% 24.14% 18.80%* 7.8%*
1996 25.20% 20.23% 17.80% 12.07% 21.22% -- --
1995 36.66% 32.52% 2.24% 15.33% 39.72%* -- --
1994 0.97% (7.59%) (5.72%) (3.78%) -- -- --
1993 7.25% 27.32% 70.32% 4.25%* -- -- --
1992 14.53% 15.42% (7.11%) -- -- -- --
1991 25.54% 54.72% 3.39% -- -- -- --
1990 (8.21%) (16.82%) 0.40%* -- -- -- --
1989 23.59% 27.57% -- -- -- -- --
1988 22.09% 13.41% -- -- -- -- --
1987 3.31% 14.34% -- -- -- -- --
1986 17.76% (1.65%)* -- -- -- -- --
1985 9.50%* -- -- -- -- -- --
1984 -- -- -- -- -- -- --
1983 -- -- -- -- -- -- --
1982 -- -- -- -- -- -- --
1981 -- -- -- -- -- -- --
1980 -- -- -- -- -- -- --
1979 -- -- -- -- -- -- --
1978 -- -- -- -- -- -- --
1977 -- -- -- -- -- -- --
1976 -- -- -- -- -- -- --
1975 -- -- -- -- -- -- --
1974 -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The figures in this Table do not reflect any charges at the Separate Account or
Policy level.
+ The Oppenheimer Capital Appreciation Division invests in the Oppenheimer
Capital Appreciation Fund/VA. Prior to May 1, 1999, the Oppenheimer Capital
Appreciation Fund/VA was called the Oppenheimer Growth Fund. Prior to August 30,
1999, the Oppenheimer Capital Appreciation Division was called the Oppenheimer
Growth Division.
++ The Oppenheimer Aggressive Growth Division invests in the Oppenheimer
Aggressive Growth Fund/VA. Prior to May 1, 1998, the Oppenheimer Aggressive
Growth Fund/VA was called the Oppenheimer Capital Appreciation Fund.
*Since inception.
<TABLE>
<CAPTION>
Dates of inception:
<S> <C>
MML Equity Fund - 9/15/71 Oppenheimer Capital Appreciation Fund/VA - 4/3/85
MML Managed Bond Fund - 12/16/81 Oppenheimer Aggressive Growth Fund/VA - 8/15/86
MML Money Market Fund - 12/16/81 Oppenheimer Global Securities Fund/VA - 11/12/90
MML Blend Fund - 2/3/84 Oppenheimer Strategic Bond Fund/VA - 5/3/93
MML Equity Index Fund - 5/1/97 VIP II Contrafund Portfolio - 1/3/95
MML Small Cap Value Equity Fund - 6/1/98 T. Rowe Price Mid-Cap Growth Portfolio - 12/31/96
American Century VP Income & Growth - 10/30/97
</TABLE>
36 Appendix C
