ALLIANZ LIFE VARIABLE ACCOUNT B
485APOS, 1999-02-04
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                                                            File Nos. 33-76190
                                                                     811-05618
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   ( )
          Pre-Effective Amendment No.                                     ( )
          Post-Effective Amendment No.    8                               (X)

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           ( )
          Amendment No.    40                                             (X)
                        (Check appropriate box or boxes.)

          ALLIANZ LIFE VARIABLE ACCOUNT B
          -------------------------------
          (Exact Name of Registrant)

          ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
          -----------------------------------------------
          (Name of Depositor)



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

Depositor's Telephone Number, including Area Code   (612) 347-6596

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following:

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


Title of Securities Registered:
     Individual Immediate Variable Annuity Contracts





                              CROSS REFERENCE SHEET
                             (Required by Rule 495)
<TABLE>

<CAPTION>

Item No.                                                   Location
<S>       <C>                                              <C>
                                 PART A
   
Item 1.   Cover Page. . . . . . . . . . . . . . . . . . .  Cover Page

Item 2.   Definitions . . . . . . . . . . . . . . . . . .  Index of Terms

Item 3.   Synopsis or Highlights. . . . . . . . . . . . .  Profile

Item 4.   Condensed Financial Information . . . . . . . .  Appendix

Item 6.   Deductions. . . . . . . . . . . . . . . . . . .  Expenses

Item 7.   General Description of Variable Annuity
          Contracts . . . . . . . . . . . . . . . . . . .  The Franklin
                                                           Templeton Valuemark
                                                           Income Plus Immediate
                                                           Variable Annuity
                                                           Contract

Item 8.   Annuity Period. . . . . . . . . . . . . . . . .  Annuity Payments
                                                           (The Payout Phase)

Item 9.   Death Benefit. . . . . . . . . . . . . . . . .   Death Benefit

Item 10.  Purchases and Contract Value. . . . . . . . . .  Purchase

Item 11.  Redemptions . . . . . . . . . . . . . . . . . .  Access To Your Money

Item 12.  Taxes . . . . . . . . . . . . . . . . . . . . .  Taxes

Item 13.  Legal Proceedings . . . . . . . . . . . . . . .  Not Applicable

Item 14.  Table of Contents of the Statement of
          Additional Information. . . . . . . . . . . . .  Table of Contents of
                                                           the Statement of Ad-
                                                           ditional Information
    
</TABLE>





                         CROSS REFERENCE SHEET (cont'd)
                             (Required by Rule 495)
<TABLE>

<CAPTION>

Item No.                                                   Location
<S>       <C>                                              <C>
                                PART B

Item 15.  Cover Page. . . . . . . . . . . . . . . . . . .  Cover Page

Item 16.  Table of Contents. . . . . . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . . . . . .   The Company

Item 18.  Services. . . . . . . . . . . . . . . . . . . .  Not Applicable

Item 19.  Purchase of Securities Being Offered. . . . . .  Not Applicable

Item 20.  Underwriters. . . . . . . . . . . . . . . . . .  Distributor

Item 21.  Calculation of Performance Data . . . . . . . .  Calculation of
                                                           Performance Data

Item 22.  Annuity Payments. . . . . . . . . . . . . . . .  Annuity Provisions

Item 23.  Financial Statements. . . . . . . . . . . . . .  Financial
                                                           Statements
</TABLE>

                                     PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered, in Part C to this Registration Statement.



<PAGE>
   
                                                                        
January 25, 1999
PROFILE OF THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
IMMEDIATE VARIABLE ANNUITY CONTRACT

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA

MAY 1, 1999

This profile is a summary of some of the more  important  points that you should
consider and know before purchasing the Franklin Templeton Valuemark Income Plus
immediate variable annuity contract. The contract is more fully described in the
prospectus which accompanies this profile. Please read the prospectus carefully.


1. THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
   IMMEDIATE VARIABLE ANNUITY CONTRACT

The Franklin Templeton Valuemark Income Plus immediate variable annuity contract
with variable and fixed payment  options  (Contract) is a contract  between you,
the owner,  and Allianz Life Insurance  Company of North America (Allianz Life),
an insurance company.  In this profile and the prospectus,  "we," "us" and "our"
refers to  Allianz  Life.  In return  for your one time  payment,  the  Contract
provides for income to you and another  person (if elected) under a payment plan
you select.

The variable payment options offer a choice of 18 Class 1 portfolios of Franklin
Valuemark  Funds which are listed in Section 4.  Depending on market  conditions
and the portfolios you choose, payments may go up or down. No minimum payment is
guaranteed  under a variable  payment  option.  The variable  payment  option is
designed to offer a better return than the fixed payment option.  However,  this
is not guaranteed.

The fixed payment  option offers fixed annuity  payments that are  guaranteed by
Allianz  Life.  Any  portion of your  purchase  payment  allocated  to the fixed
payment option will be temporarily allocated to the Money Market Fund on the day
we  allocate  your  purchase  payment.  It will then be  allocated  to the fixed
payment option when you begin receiving  annuity payments from your Contract (if
you choose a fixed payout).

You can allocate your money in up to ten variable  options and the fixed payment
option.  We may limit the number of variable  options which you may invest in at
any one time (except in Texas). The requested allocation to each variable option
and the fixed payment option must be made in whole  percentages and each must be
at least 10%.

2. ANNUITY PAYMENTS

Under this Contract,  you are the owner and the annuitant.  You may name a joint
annuitant,  if you choose.  You select an income date when you buy the Contract.
The income date must not be later than 60 days after we allocate  your  purchase
payment.

You can receive  annuity  payments  from your  Contract by selecting  one of the
following annuity options:

(1)  payments for your life;
(2)  payments for your life,  but if you die before  payments have been made for
     the  guaranteed  period  you  selected,   payments  will  continue  to  the
     beneficiary  for the  remainder  of the  guaranteed  period  (5, 10, 15, 20
     years);
(3)  payments  during the joint  lifetime of you and the joint  annuitant - when
     either of you die,  payments will  continue as long as the survivor  lives;
(4)  payments during the joint lifetime of you and the joint  annuitant,  but if
     you and the joint  annuitant  die  before  payments  have been made for the
     guaranteed period you selected, payments will continue for the remainder of
     the guaranteed period (5, 10, 15 or 20 years);
(5)  payments  for your life and ending with the last  payment due prior to your
     death with a guarantee that at your death,  the beneficiary  will receive a
     single cash payment as set forth in the Contract; and
(6)  payments  for a  specified  period  of time  (5 -30  years)  with  payments
     continuing to the  beneficiary  for the remainder of the period  certain if
     you and any joint annuitant die before the end of the specified period.

Under certain circumstances,  if you selected annuity option 6, you can exchange
it for a life contingent payout (options 1-5).  Annuity payments can be based on
the available  portfolios  (variable  payout)  and/or the fixed  payment  option
(fixed payout) under all annuity options except annuity payments under Option 6.
Annuity  payments  under  Option 6 may only come from the  portfolios  (variable
payout).  If you  choose  to  have  any  part  of  your  payments  based  on the
performance of the portfolios (i.e., variable payout), the dollar amount of your
annuity payments may go up or down,  depending on the investment  performance of
the portfolio(s) you choose.

3. PURCHASE

You can buy the  Contract  with  $35,000 or more under most  circumstances.  You
cannot add to your  Contract  at a later  date  (i.e.,  it is a single  purchase
payment  contract).  Your  investment  representative  can help you complete the
appropriate forms.

4. INVESTMENT OPTIONS

You may invest in the Allianz Life fixed  payment  option  and/or the  following
Class 1 portfolios of Franklin Valuemark Funds listed below.  Franklin Valuemark
Funds are managed by Franklin  Advisers,  Inc.  and its  Templeton  and Franklin
affiliates.

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIO SEEKING CURRENT
INCOME:
High Income Fund

PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund

PORTFOLIOS SEEKING
CAPITAL GROWTH
Capital Growth Fund
Mutual Discovery Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International
 Smaller Companies Fund
Templeton Pacific Growth Fund
Value Securities Fund

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark Funds.  Your income will fluctuate up or down based on the portfolios'
performance. No minimum dollar payment is guaranteed.

5. EXPENSES

The Contract has insurance features and investment features, and there are costs
related to each.

     -   The annual insurance  charges consist of the Mortality and Expense Risk
         Charge and the  Administrative  Expense Charge.  Together these charges
         total 1.40% of the average  daily value of your  Contract  allocated to
         the variable options.

     -   If  you  choose  Annuity  Options  2 or 4 and  make  a  liquidation,  a
         commutation  fee of 5% in  Contract  year 2,  reducing  by 1% each year
         until it is 1% for Contract year 6 and  thereafter  will apply.  If you
         choose Annuity Option 6 and make a liquidation, a commutation fee of 5%
         in Contract  years 1 and 2, reducing by 1% each year until it is 1% for
         Contract year 6 and thereafter will apply. (If you bought your Contract
         before May 1, 1998,  the  commutation  fee under  Option 6 is 1% in the
         first Contract year.)

     -   There  are  also  annual  portfolio  operating  expenses,   which  vary
         depending  upon the  portfolios  you select.  In 1998,  these  expenses
         ranged  from ___% to ____% of the  average  daily  value of the Class 1
         portfolios.

     -   Allianz Life may assess a stat  premium tax charge which ranges from 0%
         to  3.5% of your purchase payment (depending upon the state).

<TABLE>
<CAPTION>

We have provided the following chart to help you understand the expenses in your
Contract.

- -    The column  "Total  Annual  Expenses"  shows the 1.40%  insurance  charges and the total  annual
     portfolio expenses for 1998 for each portfolio.

- -    The next two columns show you two examples of the  expenses,  in dollars,  you would pay under a
     Contract. The examples assume that you invested $1,000 in a Contract which earns 5% annually and
     that you liquidate all your money:  (1) at the end of year 1, and (2) at the end of year 10. The
     examples assume that you selected  Annuity Option 6 and chose a 15 year specified period certain
     annuity option and a 5% assumed  investment  return.  For year 1, the Total Annual  Expenses are
     assessed as well as the  commutation  fee.  For year 10, the example  shows the total of all the
     annual expenses for the 10 years, but there is no commutation fee.

- -    The premium tax is assumed to be 0% in both examples.

- -    The examples are purely hypothetical.  They should not be considered a representation of past or
     future expenses. Actual expenses may be more or less than those shown.

                                                                                     EXAMPLES:

                                                   1998
                                                   TOTAL
                                     TOTAL         ANNUAL                         TOTAL ANNUAL
                                     ANNUAL        CLASS 1       TOTAL         EXPENSES AT END OF
                                     INSURANCE     PORTFOLIO     ANNUAL        (1)           (2)
PORTFOLIO                            CHARGES       EXPENSES      EXPENSES     1 YEAR      10 YEARS
- - --------------------------------------------------------------------------------------------------
<C>                                    <S>           <S>           <S>          <S>         <S>
Capital Growth                       1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Global Utilities Securities          1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Growth and Income                    1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
High Income                          1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Income Securities                    1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Money Market                         1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Mutual Discovery Securities          1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Mutual Shares Securities             1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Real Estate Securities               1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Rising Dividends                     1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Small Cap                            1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity  1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton Global Asset Allocation    1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton Global Growth              1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton International Equity       1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton International Smaller
Companies                            1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Templeton Pacific Growth             1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------
Value Securities                     1.40%         ____%          ____%        ____        _____
- - --------------------------------------------------------------------------------------------------

For more  detailed  information,  see the Fee  Table in the  prospectus  for the
Contract.
</TABLE>

6. TAXES

For federal tax purposes, annuity payments will be treated as partly a return of
your original investment. That part of each payment is not taxable as income. If
the Contract is tax-qualified,  the entire payment may be taxable. If you make a
partial liquidation, the earnings come out first and are taxed as income. If you
are younger  than 59 1/2 when you make a  liquidation,  you may be charged a 10%
federal tax penalty on the taxable amount you withdraw.  You should consult your
tax counsel or other tax adviser regarding any liquidations.

7. ACCESS TO YOUR MONEY

Generally,  you may not make  liquidations  from your contract.  However,  under
certain circumstances,  you may make one liquidation  (withdrawal) each Contract
year after the income date if you selected annuity options 2, 4 or 6. The amount
that you may  liquidate  is set forth in your  Contract  and is described in the
prospectus  for the  Contract.  There  may be a fee  assessed  when  you  make a
liquidation  (commutation  fee).  Also,  there may be adverse tax  consequences,
leading to lower  annuity  payments than those that would have been paid without
the  partial  liquidation  (during  the  period  certain).  You may not make any
liquidations before your income date.

<PAGE>

8. PERFORMANCE

<TABLE>
<CAPTION>

If you choose to receive  variable  payments,  your payments will vary up or down. The increase or decrease
will depend on whether the Variable Options you choose perform better or worse than the "benchmark" Assumed
Investment Return (3%, 5% or 7% per year) you choose.

The  following  chart shows total  returns for the periods  shown.  Performance  is not shown for the Value
Securities  Fund because it was first offered for sale on May 1, 1998.  These numbers reflect the insurance
charges and the  operating  expenses of the  portfolios,  but are not adjusted  for the Assumed  Investment
Return. Past performance does not guarantee or predict future results.


                                                             CALENDAR YEAR

VARIABLE OPTION           1998     1997       1996      1995     1994      1993     1992     1991    1990
<C>                       <S>      <S>        <S>       <S>      <S>       <S>      <S>      <S>     <S>

Capital Growth                     16.66%     12.54%      NA         NA        NA       NA      NA       NA
- -----------------------------------------------------------------------------------------------------------
Global Utilities
  Securities                       25.00%      5.57%    29.53%   -12.79%    9.00%    7.20%   22.87%   0.44%
- -----------------------------------------------------------------------------------------------------------
Growth and Income                  25.97%     12.59%    30.99%    -3.38%    8.77%    5.22%   21.09%  -3.70%
- -----------------------------------------------------------------------------------------------------------
High Income
- -----------------------------------------------------------------------------------------------------------
Income Securities                  15.46%      9.72%    20.70%    -7.57%   16.96%   11.65%   37.98%  -8.73%
- -----------------------------------------------------------------------------------------------------------
Money Market                        3.78%      3.69%     4.29%     2.39%    1.12%    1.62%    4.02%   6.12%
- -----------------------------------------------------------------------------------------------------------
Mutual Discovery
  Securities                       17.71%      1.80%        NA        NA       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Mutual Shares Securities           16.10%      3.30%        NA        NA       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Real Estate Securities             19.02%     30.96%    15.90%     1.46%   17.36%   10.53%   31.65% -13.20%
- -----------------------------------------------------------------------------------------------------------
Rising Dividends                   31.18%     22.44%    27.94%    -5.41%   -4.80%    8.48%       NA      NA
- -----------------------------------------------------------------------------------------------------------
Small Cap                          15.79%     27.26%     1.46%        NA       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton Developing
  Markets Equity                   -9.99%      19.89%    1.35%    -5.46%       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton Global
  Asset Allocation                 10.16%      18.16%    5.91%        NA       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton Global Growth            11.92%      19.58%   11.16%     2.01%       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton International
  Equity                           10.14%      21.25%    9.06%    -0.53%   26.79%   -3.58%       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton International
  Smaller Companies                -2.87%      11.45%       NA        NA       NA       NA       NA      NA
- -----------------------------------------------------------------------------------------------------------
Templeton Pacific Growth          -36.84%       9.55%    6.47%   -10.06%   45.82%   -2.39%       NA      NA
- -----------------------------------------------------------------------------------------------------------

</TABLE>


9. DEATH BENEFIT

If you die before the income date and there is no joint annuitant,  the Contract
will be treated as if it had never been  issued.  We will return  your  purchase
payment  to your  estate.  If you have  chosen an  annuity  option  with a joint
annuitant and either you or the joint annuitant dies before the income date, the
annuity option will be changed to option 2 (with 10 years of payments guaranteed
or 5 years of payments guaranteed if the survivor's life expectancy is less than
10 years).

10. OTHER INFORMATION

FREE LOOK.  If you cancel the  Contract  within 10 days after  receiving  it (or
whatever  period is required in your state),  you will receive back the value of
your  Contract on the day we receive your  request,  less any  benefits  paid in
states where permitted (this may be more or less than your original payment). In
certain  states  or if you have  purchased  the  Contract  as an IRA,  we may be
required to return your  purchase  payment if you decide to cancel your Contract
within 10 days after receiving it (or the period required in your state).

PURCHASING   CONSIDERATIONS.   The  Franklin  Templeton  Valuemark  Income  Plus
immediate  variable  annuity contract is designed for people seeking a medium to
long-term  periodic  payment plan. Many options provide for payments  guaranteed
for as long as you live. We do not recommend  buying this Contract if you cannot
accept  the risk of  getting  back less  money  than you put in.  Since  certain
payment options do not permit you to liquidate (withdraw) money, and all options
limit payments to your heirs,  we generally  recommend you set other money aside
for non-routine expenses and bequests.

11. INQUIRIES

If you have any questions about your Contract or need more  information,  please
contact us at:

            VIP Service Center
            P.O. Box 30343
            Tampa, Florida 33630-3343
            (800) 774-5001


<PAGE>

                  THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
                       IMMEDIATE VARIABLE ANNUITY CONTRACT

                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA


This prospectus describes the Franklin Templeton Valuemark Income Plus Immediate
Variable Annuity  Contract with a Fixed Payment Option.  The Contract is offered
by Allianz Life Insurance Company of North America (Allianz Life).

The annuity has 19 investment  choices - the 18 Variable Options which invest in
one Class 1 Portfolio of Franklin  Valuemark Funds and a Fixed Payment Option of
Allianz Life. You can select up to 10 investment  choices (which includes any of
the Variable Options and the Fixed Payment Option).

FRANKLIN VALUEMARK FUNDS:

PORTFOLIO SEEKING STABILITY OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIO SEEKING CURRENT INCOME
High Income Fund

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income  Securities  Fund
Mutual Shares  Securities Fund
Real Estate Securities Fund
Rising  Dividends Fund
Templeton  Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS SEEKING CAPITAL GROWTH
Capital Growth Fund
Mutual Discovery Securities Fund
Small Cap Fund
Templeton Developing Markets Equity Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Please read this prospectus  before investing and keep it for future  reference.
It contains important  information about the Franklin Templeton Valuemark Income
Plus Immediate Variable Annuity Contract with a Fixed Payment Option.

To learn more about the annuity offered by this prospectus, you can receive a
copy of the Statement of Additional Information (SAI) dated May 1, 1999. The SAI
has been filed with the Securities and Exchange  Commission (SEC) and is legally
a part of this  prospectus.  The Table of  Contents of the SAI is on Page ___ of
this prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains
the  SAI,  material  incorporated  by  reference  and  other  information  about
companies  that file  electronically  with the SEC.  For a free copy of the SAI,
call or write us at the VIP Service  Center at the address and telephone  number
listed in the Profile.


The  Franklin  Templeton   Valuemark  Income  Plus  Immediate  Variable  Annuity
Contracts:

- - are not bank deposits
- - are not federally insured
- - are not endorsed by any bank or government agency
- - are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities nor has it determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state, country, or
jurisdiction  in which we are not authorized to sell the  Contracts.  You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

In the state of Oregon,  all references to Franklin  Templeton  Valuemark Income
Plus refer to Valuemark Income Plus.

Dated: May 1, 1999



                                TABLE OF CONTENTS

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

                                                    Page


INDEX OF TERMS ...................................
FEE TABLE ........................................
 1. THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
     IMMEDIATE VARIABLE ANNUITY CONTRACT .........
    Ownership ....................................
        Contract Owner/Annuitant .................
        Joint Owner ..............................
        Beneficiary ..............................
    Assignment  ..................................
 2. ANNUITY PAYMENTS
     (THE PAYOUT PHASE) ..........................
    Income Date ..................................
    Annuity Payments .............................
    Assumed Investment Return ....................
    Annuity Options ..............................
 3. PURCHASE .....................................
    Purchase Payment .............................
    Allocation of Purchase Payment ...............
    Free Look ....................................
    VIP Units ....................................
 4. INVESTMENT OPTIONS ...........................
    Transfers ....................................
        Telephone Transfers ......................
    Voting Privileges ............................
    Substitution .................................
 5. EXPENSES .....................................
    Insurance Charges ............................
     Mortality and Expense Risk Charge ...........
     Administrative Charge .......................
    Commutation Fee ..............................
    Premium Taxes ................................
    Income Taxes .................................
    Portfolio Expenses ...........................
 6. TAXES ........................................
    Annuity Contracts in General .................
    Qualified and Non-Qualified Contracts ........
    Multiple Contracts ...........................
    Liquidations - Non-Qualified Contracts .........
    Liquidations - Qualified Contracts .............
    Diversification ..............................
 7. ACCESS TO YOUR MONEY .........................
    Suspension of Payments or Transfers ..........
 8. PERFORMANCE ..................................
 9. DEATH BENEFIT ................................
10. OTHER INFORMATION ............................
    Allianz Life .................................
    Year 2000 ....................................
    The Separate Account .........................
    Distribution .................................
    Administration ...............................
    Financial Statements .........................
    APPENDIX A - Condensed Financial Information .
    APPENDIX B - Illustration of Annuity Income..
    TABLE OF CONTENTS OF THE STATEMENT OF
    ADDITIONAL INFORMATION .......................



                                 INDEX OF TERMS


This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However, there are some technical terms used which are capitalized in
the  prospectus.  The page  that is  indicated  below is where you will find the
definition for the word or term in this prospectus.


                                                        Page


Annuitant ........................................
Annuity Calculation Date .........................
Annuity Options ..................................
Annuity Payments .................................
Annuity Unit .....................................
Assumed Investment Return (AIR) ..................
Beneficiary ......................................
Contract .........................................
Contract Owner ...................................
Fixed Payment Option .............................
Income Date ......................................
Joint Annuitant ..................................
Joint Owner ......................................
Non-Qualified ....................................
Payout Phase .....................................
Portfolios .......................................
Purchase Payment .................................
Qualified ........................................
Tax Deferral .....................................
Total Liquidation Value ..........................
Variable Option ..................................
VIP Unit .........................................



                                    FEE TABLE

The purpose of this Fee Table is to help you  understand  the costs of investing
in the  Contract.  It reflects  expenses of the separate  account as well as the
Class 1 Portfolios.

We have provided "Illustrations of Annuity Income" in Appendix B to show you the
effects of the charges, expenses and investment performance on annuity income.
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION FEES

COMMUTATION FEE *
(as a percentage of the amount taken out (liquidated))


                            Contract Year          Charge
                            -------------          ------
                                  1                 5%
                                  2                 5%
                                  3                 4%
                                  4                 3%
                                  5                 2%
                            6 (& thereafter)        1%
        
* After the first Contract year, you may make one liquidation from your Contract
each year if you have  selected  Annuity  Options  2 or 4. If you have  selected
Annuity  Option 6, you may make a  liquidation  once each year  beginning in the
first year. If you have chosen Annuity Option 6 and bought your Contract  before
May 1, 1998,  the  commutation  fee is 1% of the amount  liquidated in the first
Contract year.

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge    ....................    1.25%
Administrative Charge....................................     .15%
                                                            ------
Total Separate Account Annual Expenses...................    1.40%

<TABLE>
<CAPTION>

FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES: CLASS 1 SHARES
(as a percentage of Franklin Valuemark Funds' average net assets)

The Management and Portfolio  Administration  Fees for each Portfolio are based on a percentage
of that  Portfolio's  net assets.  See the  prospectus  for Franklin  Valuemark  Funds for more
information.

The "Management and Portfolio  Administration Fees" below are the amounts that were paid to the
Managers and Portfolio administrators for the 1998 calendar year except for Portfolios with fee
waivers or newer Portfolios without a full year of operations as of December 31, 1998.


                                               MANAGEMENT AND
                                                 PORTFOLIO                        TOTAL ANNUAL
                                            ADMINISTRATION FEES1  OTHER EXPENSES    EXPENSES
<S>                                                <C>                 <C>            <C> 
Capital Growth Fund ......................         .75%                .02%           .77%
Global Utilities Securities Fund..........         .47%                .03%           .50%
Growth and Income Fund ...................         .47%                .02%           .49%
High Income Fund .........................         .50%                .03%           .53%
Income Securities Fund ...................         .47%                .03%           .50%
Money Market Fund ........................         .51%                .02%           .53%
Mutual Discovery Securities Fund .........         .80%                .26%          1.06%
Mutual Shares Securities Fund ............         .60%                .20%           .80%
Real Estate Securities Fund ..............         .51%                .03%           .54%
Rising Dividends Fund ....................         .72%                .02%           .74%
Small Cap Fund ...........................         .75%                .02%           .77%
Templeton Developing Markets Equity Fund .        1.25%                .17%          1.42%
Templeton Global Asset Allocation Fund ...         .65%                .29%           .94%
Templeton Global Growth Fund .............         .83%                .05%           .88%
Templeton International Equity Fund ......         .80%                .09%           .89%
Templeton International Smaller Companies Fund..   .85%                .21%          1.06%
Templeton Pacific Growth Fund ............         .92%                .11%          1.03%
Value Securities Fund ....................         .75%                .06%           .81%
<FN>
1 The Portfolio  Administration  Fee is a direct  expense for the Mutual  Discovery  Securities
Fund,  the Mutual Shares  Securities  Fund,  the Templeton  Global Asset  Allocation  Fund, the
Templeton  International Smaller Companies Fund and the Value Securities Fund. Other Portfolios
pay for similar  services  indirectly  through the Management  Fee. See the Franklin  Valuemark
Funds prospectus for further information regarding these fees.
</FN>
</TABLE>

EXAMPLES

$ The examples below should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

$ Premium taxes are not reflected in the tables. Premium taxes may apply.

$ The examples  assume you invested  $1,000 with annual  payments  based on a 15
year period certain  payout under Annuity Option 6 with a 5% Assumed  Investment
Return.

$ For  additional  information,  see  Section 5 -  "Expenses"  and the  Franklin
Valuemark Funds prospectus.

<TABLE>
<CAPTION>
You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your money (compounded annually) if you surrender your Contract
under Annuity Option 6 at the end of each time period:

                                                1 Year    3 Years   5 Years  10 Years
 -------------------------------------------------------------------------------------
<S>                                             <C>       <C>       <C>      <C>     

Capital Growth Fund
Global Utilities Securities Fund
Growth and Income Fund
High Income Fund
Income Securities Fund
Money Market Fund
Mutual Discovery Securities Fund
Mutual Shares  Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Small Cap Fund
Templeton Developing  Markets Equity Fund
Templeton Global Asset  Allocation  Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund
Value Securities Fund*

*Annualized

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual  return on your  money  (compounded  annually)  if your  Contract  is not
surrendered:
                                                1 Year    3 Years   5 Years  10 Years
 -------------------------------------------------------------------------------------

Capital Growth Fund
Global Utilities Securities Fund
Growth and Income Fund
High Income Fund
Income Securities Fund
Money Market Fund
Mutual Discovery Securities Fund
Mutual Shares  Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Small Cap Fund
Templeton Developing  Markets Equity Fund
Templeton Global Asset  Allocation Fund
Templeton Global Growth Fund
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund
Value Securities Fund*
<FN>
*Annualized

See Appendix A for VIP Unit Values - Condensed Financial Information.
</FN>
</TABLE>

<PAGE>

1. THE FRANKLIN TEMPLETON VALUEMARK INCOME PLUS
   IMMEDIATE VARIABLE ANNUITY CONTRACT

This prospectus  describes an immediate  variable  annuity contract with a Fixed
Payment Option (Contract) offered by Allianz Life.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Allianz  Life),  where the insurance  company  promises to pay you (or
someone else you choose) an income, in the form of Annuity Payments. The Annuity
Payments must begin on a designated  date that is no later than 60 days after we
allocate your Purchase Payment. This is called the Income Date.

The Contract  benefits  from Tax Deferral.  Tax Deferral  means that you are not
taxed on any earnings or  appreciation  on the assets in your Contract until you
take money out of your Contract.

The  Contract  is called a variable  annuity  because  you can  choose  among 17
Variable Options, and depending upon market conditions,  your payments can go up
or down based on the  Portfolios'  investment  performance.  The  Portfolios are
designed to offer a better return than the Fixed Payment Option.  However,  this
is not guaranteed.  If you select the variable  annuity portion of the Contract,
your  payments  may go up or down  based on the  investment  performance  of the
Portfolio(s) you select.

The Contract also contains a Fixed Payment  Option  (referred to in the Contract
as the "Fixed  Account").  The Fixed Payment Option offers an interest rate that
is guaranteed by Allianz  Life.  If you select the Fixed  Payment  Option,  your
money will be placed with the other general  assets of Allianz Life. Any portion
of  your  Purchase  Payment  allocated  to the  Fixed  Payment  Option  will  be
temporarily  allocated  to the Money  Market  Fund on the day we  allocate  your
Purchase Payment. It will then be allocated to the Fixed Payment Option when you
begin receiving Annuity Payments from your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law. We may, however,  add endorsements to your Contract from
time to time.

OWNERSHIP

Contract Owner/Annuitant

You are the Contract Owner and the Annuitant.  You, as the Contract Owner,  have
all the rights under the  Contract.  The Contract  Owner is as designated at the
time the Contract is issued.

An Annuitant is the natural person on whose life we base Annuity Payments.

Joint Owner/Joint Annuitant

If there is more than one Contract  Owner,  each Contract Owner is a Joint Owner
of the  Contract.  Joint  Owners  have  equal  ownership  rights.  You both must
authorize those ownership rights unless  otherwise  allowed by Allianz Life. You
can name a Joint  Annuitant.  Each Joint  Owner must be either an  Annuitant  or
Joint Annuitant.

IF YOU DIE BEFORE THE INCOME DATE AND THERE IS NO JOINT ANNUITANT, WE WILL TREAT
THE CONTRACT AS IF WE NEVER  ISSUED IT AND WILL RETURN THE  PURCHASE  PAYMENT TO
YOUR ESTATE.

If you die while the Contract is in force, the Joint Annuitant (if not already a
Joint Owner) will become the  Contract  Owner.  On or after the Income Date,  if
there  is  no  Joint   Annuitant  or  when  the  Joint   Annuitant   dies,   the
Beneficiary(ies) will be the Owner(s) of their respective shares.

Beneficiary

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit. You can also name a contingent  Beneficiary.  The contingent Beneficary
will receive any death benefit if the  Beneficiary is not alive when you and any
Joint Annuitant die. The Beneficiary is named at the time the Contract is issued
unless  changed at a later  date.  Unless an  irrevocable  Beneficiary  has been
named, you can change the Beneficiary or contingent Beneficiary.

Assignment

You can  transfer  ownership  (assign)  the  Contract  at any time  during  your
lifetime.  We will not be liable  for any  payment we make,  or other  action we
take, in accordance  with the Contract  before we receive  written notice of the
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

If the  Contract is issued under a Qualified  plan,  you may be unable to assign
the Contract.

2. ANNUITY PAYMENTS (THE PAYOUT PHASE)

Income Date

You can receive  regular income  payments under your Contract as long as you and
any Joint  Annuitant  are alive on the  Income  Date.  We call the date that you
receive your first  Annuity  Payment the Income Date.  We ask you to choose your
Income Date when you purchase the  Contract.  Your Income Date must be the first
or fifteenth day of a calendar month and must not be later than 60 days from the
day we allocate your Purchase Payment.

Annuity Payments

Under Annuity  Options 1-5, you may elect to receive your Annuity  Payments as a
variable payout, a fixed payout,  or a combination of both. Under Annuity Option
6, Annuity Payments will come from the Variable Options only (variable  payout).
If you choose a Fixed Payment  Option,  all of the Annuity  Payments will be the
same dollar amount (equal  installments).  If you choose a variable payout,  you
can select from the available Variable Options.

If you choose to receive  variable  payments,  we  determine  the amount of your
first variable payment based on:

     1) your  contract  value on the Annuity  Calculation  Date (no more than 10
        days before the first payment),
     2) your age and the age of any Joint  Annuitant on the Annuity  Calculation
        Date (except in Option 6);
     3) the Assumed Investment Return (AIR), a benchmark you select, and
     4) the Annuity Option you select.

We credit your  Contract  with a fixed number of Annuity Units for each Variable
Option you select.  We do this by allocating  the first payment amount among the
Variable  Options  according  to your  instructions,  and  dividing  the  amount
allocated  to each  Variable  Option by the  Annuity  Unit Value on the  Annuity
Calculation  Date. The number of Annuity Units in your contract remains the same
unless you make a liquidation or transfer.

After the first payment,  your payments will change based on the change in value
of the Annuity Units credited to your  contract.  The amount of each change will
depend on how the Annuity Units in your Contract perform as compared to your AIR
benchmark.

You can  choose  the  frequency  of  Annuity  Payments  (for  example,  monthly,
quarterly, semi-annually or annually).

The SAI contains a discussion of how we calculate Annuity Unit values.

Assumed Investment Return

We base your Annuity Payments on the Assumed  Investment  Return. You can choose
either a 7%, 5% or 3% AIR. The 7% AIR is not available in all states (check with
your registered representative for availability).  If you do not choose one, the
5% AIR will automatically  apply. If the actual performance  exceeds the AIR you
chose,  your Annuity  Payments will increase.  Similarly,  if the actual rate is
less than the AIR you chose, your Annuity Payments will decrease.  If you choose
a higher  AIR,  the  initial  amount of income  will be higher,  but income will
increase more slowly during periods of good investment  performance and decrease
faster during periods of poor investment performance.

Annuity Options

You can choose among income  plans.  We call those Annuity  Options.  Except for
Annuity Option 6, once you select an Annuity Option you may not change it.

You can choose one of the  following  Annuity  Options.  You can also choose any
other Annuity Option you want as long as Allianz Life agrees to provide it.

     OPTION 1. LIFE ANNUITY.  Under this option,  we will make periodic  Annuity
Payments so long as the Annuitant is alive.  After the  Annuitant  dies, we will
stop making Annuity Payments.

     OPTION 2. LIFE ANNUITY WITH 5, 10, 15 or 20 YEAR PAYMENTS GUARANTEED. Under
this option,  we will make periodic Annuity Payments so long as the Annuitant is
alive.  However, if the Annuitant dies before the end of the selected guaranteed
period,  we will continue to make Annuity  Payments to the  Beneficiary  for the
rest of the  guaranteed  period.  If the  Beneficiary  does not want to  receive
Annuity Payments after the Annuitant=s  death, he or she can ask us for a single
lump sum. The amount of the lump sum payment is described in your Contract.

     OPTION 3. JOINT AND LAST SURVIVOR ANNUITY.  Under this option, we will make
periodic  Annuity  Payments  during  the  joint  lifetime  of you and the  Joint
Annuitant. When you die, if the Joint Annuitant is still alive, we will continue
to make Annuity  Payments during the Joint  Annuitant's  life. The amount of the
Annuity  Payments  we will make can be equal to 100%,  75% or 50% of the  amount
that was being paid when both you and the Joint Annuitant were alive. You choose
this  percentage when you apply for the Contract.  The monthly Annuity  Payments
will end when the last surviving Annuitant dies.

     OPTION  4.  JOINT  AND LAST  SURVIVOR  ANNUITY  WITH 5,  10,  15 or 20 YEAR
PAYMENTS  GUARANTEED.  Under this option, we will make periodic Annuity Payments
during the joint lifetime of you and the Joint  Annuitant.  When you die, if the
Joint Annuitant is still alive, we will continue to make Annuity Payments during
the life of the  surviving  Annuitant.  The payments  will be 100% of the amount
that was being paid when you were both alive. If, when the last death occurs, we
have made Annuity Payments for less than the selected guaranteed period, we will
continue  to make  Annuity  Payments  to the  Beneficiary  for  the  rest of the
guaranteed period. If the Beneficiary does not want to receive Annuity Payments,
he or she can ask us for a single  lump sum.  The amount of the lump sum payment
is described in your Contract.

     OPTION 5. REFUND LIFE  ANNUITY.  Under this option,  we will make  periodic
Annuity  Payments  during your lifetime.  The last Annuity  Payment will be made
before  you die.  If the value of the  Annuity  Payments  is less than the value
applied to the Annuity Option, then the Beneficiary will receive a refund as set
forth in the Contract.

     OPTION 6. SPECIFIED PERIOD CERTAIN ANNUITY. Under this option, we will make
periodic Annuity Payments for a specified period that you choose. The period can
be from 5 to 30 years (you must use whole numbers of years). If at the time both
you and any Joint Annuitant die, we have made Annuity Payments for less than the
selected  guaranteed  period,  we will continue to make Annuity  Payments to the
Beneficiary  for the  rest of the  guaranteed  period.  This  option  may not be
available in all states. This option can only be elected as a variable payout.

After the first  Contract  anniversary,  you can  exchange  an Annuity  Option 6
payout for a payout  under  Annuity  Options  1-5.  You can do this if the Total
Liquidation Value of your Contract is at least $25,000.  Furthermore, if you own
a  Non-Qualified  Contract  you must be 59 2 or  older.  If you own a  Qualified
Contract you may make the exchange  after the later of your reaching age 59 2 or
5 years  from the date of the  first  Annuity  Payment  and prior to the year in
which you reach age 70 2. A new Contract will be issued to you for your existing
Contract.   You  must  return  your  existing   Contract  to  us.  The  Contract
Owner/Annuitant  and  Joint  Annuitant  (if  any)  must be the same  under  both
Contracts.

3.  PURCHASE

Purchase Payment

The Purchase Payment is the money you put into the Contract. The minimum payment
Allianz Life will accept is $35,000.  The Contract is a single payment Contract.
This means that you  cannot  add to your  Contract  after you buy it. If you buy
more than one Contract,  the Purchase Payment for each Contract does not need to
be $35,000 if the average payment for each Contract is $35,000 or more. When you
make your Purchase Payment, we will deduct any premium taxes that you owe before
we allocate it to the Variable Options.

This product is not designed for market timers.

Allocation of Purchase Payment

When you purchase a Contract,  we will allocate your Purchase  Payment to one or
more of the Variable  Options you have selected.  If you want any portion of the
Purchase  Payment  to  be  allocated  to  the  Fixed  Annuity  Option,  we  will
temporarily  allocate it to the Money Market Fund. It will be moved to the Fixed
Annuity  Option on the day we  calculate  your first  Annuity  Payment  (Annuity
Calculation Date). The Annuity Calculation Date will be no more than 10 business
days  before  the  Income  Date.  We ask that you  allocate  your money in whole
percentages. Each allocation must be at least 10%.

Currently,  you may invest in 10 investment choices (which includes the Variable
Options and the Fixed Payment Option).  We may, in the future,  limit the number
of Variable Options that you may invest in at one time (except in Texas).

Once we receive your Purchase  Payment,  the necessary  information  and federal
funds (federal funds means monies credited to a bank's account with its regional
federal  reserve  bank),  we will issue your Contract and allocate your Purchase
Payment within 2 business days. If you do not give us all of the  information we
need, we will contact you or your  registered  representative  to get it. If for
some reason we are unable to complete  this process  within 5 business  days, we
will either send back your money or get your  permission to keep it until we get
all of the  necessary  information.  Our  business  day closes when the New York
Stock Exchange closes, which is usually at 4:00 p.m. Eastern time.

Free Look

If you change your mind about owning the  Contract,  you can cancel it within 10
days after receiving it (or the period required in your state). You will receive
back the value of your Contract on the day we receive your  request.  In certain
states,  or if you have  purchased the Contract as an IRA, we may be required to
give you back your Purchase Payment if you decide to cancel your Contract within
10 days after  receiving it (or the period  required in your state).  If that is
the case, we reserve the right to allocate  your  Purchase  Payment to the Money
Market Fund for 15 days after we receive it. (In some states,  the period may be
longer.)  At the end of that  period,  we will  re-allocate  your  money  as you
selected.  Currently,  however,  we will  directly  allocate  your  money to the
Variable Option(s) you have selected.

VIP Units

The value of the portion of your Contract allocated to the Variable Options will
go up or down based upon the investment  performance  of the Variable  Option(s)
you choose.  The value of your  Contract will also depend on the expenses of the
Contract.  In order to keep  track of the  value of your  Contract  prior to the
Annuity  Calculation Date, we use a measurement called a VIP Unit (which is like
a share of a mutual fund). On and after the Annuity Calculation Date, we call it
an Annuity Unit.

Every business day we determine the value of a VIP Unit for each Variable Option
by:

     1.  determining  the  total  amount  of money  invested  in the  particular
Variable Option;

     2. subtracting from that amount any insurance charges and any other charges
such as taxes we have deducted; and

     3. dividing this amount by the number of outstanding VIP Units.

The value of a VIP Unit may go up or down from day to day.

When you make the Purchase Payment,  we credit your Contract with VIP Units. The
number of VIP Units we credit your  Contract  with is determined by dividing the
amount of the Purchase  Payment  allocated to a Variable  Option by the value of
the corresponding VIP Unit.

We calculate the value of each VIP Unit after the New York Stock Exchange closes
each day and then credit your Contract.

Example:

On Monday we receive your Purchase Payment of $35,000. You have told us you want
this to go to the  Growth  and Income  Fund.  When the New York  Stock  Exchange
closes on that  Tuesday,  we determine  that the value of a VIP Unit based on an
investment  in the Growth and Income Fund is $12.50.  We then divide  $35,000 by
$12.50 and credit your Contract on Tuesday night with 2800 VIP Units.

4. INVESTMENT OPTIONS

The  Contract  offers  Variable  Options,  which  invest in Class 1 shares of 18
Portfolios of Franklin Valuemark Funds. The Contract also offers a Fixed Payment
Option of Allianz Life. Additional Portfolios may be available in the future.

YOU SHOULD READ THE FRANKLIN  VALUEMARK FUNDS  PROSPECTUS  (WHICH IS ATTACHED TO
THIS PROSPECTUS) CAREFULLY BEFORE INVESTING.

Franklin  Valuemark  Funds (Trust) is the mutual fund  underlying your Contract.
Each Portfolio has its own investment objective. The Trust issues two classes of
shares which are described in the attached Trust prospectus. Only Class 1 shares
are available  with your  Contract.  Investment  managers for each Portfolio are
listed  in the table  below and are as  follows:  Franklin  Advisers,  Inc.(FA),
Franklin Advisory Services,  Inc. (FAS),  Franklin Mutual Advisers,  Inc. (FMA),
Templeton Asset Management Ltd. (TAM),  Templeton Global Advisors Limited (TGA),
and Templeton Investment Counsel, Inc. (TIC). Certain managers have retained one
or more affiliated subadvisers to help them manage the Portfolios.

The following is a list of the Portfolios available under the Contract:

                                                      Investment
Available Portfolios                                   Managers
- --------------------------------------------------------------------------------

Portfolio Seeking Stability of Principal and Income

Money Market Fund ..................................     FA


Portfolio Seeking Current Income

High Income Fund  ..................................     FA


Portfolios Seeking Growth and Income

Global Utilities Securities Fund....................     FA
Growth and Income Fund .............................     FA
Income Securities Fund .............................     FA
Mutual Shares Securities Fund ......................     FMA
Real Estate Securities Fund ........................     FA
Rising Dividends Fund ..............................     FAS
Templeton Global Asset Allocation Fund .............     TGA
Value Securities Fund ..............................     FAS


Portfolios Seeking Capital Growth

Capital Growth Fund ................................     FA
Mutual Discovery Securities Fund ...................     FMA
Small Cap Fund .....................................     FA
Templeton Developing Markets
 Equity Fund .......................................     TAM
Templeton Global Growth Fund .......................     TGA
Templeton International Equity Fund ................     FA
Templeton International Smaller
 Companies Fund ....................................     TIC
Templeton Pacific Growth Fund ......................     FA

Franklin  Valuemark Funds serves as the underlying mutual fund for variable life
insurance  policies offered by Allianz Life and other variable annuity contracts
offered by Allianz Life and its  affiliates.  Franklin  Valuemark Funds believes
that offering its shares in this manner will not be disadvantageous to you.

Transfers

You can transfer money among the 18 Variable Options.  You cannot make transfers
from the Fixed Payment Option to the Variable Options.

We currently  allow you to make as many  transfers as you want each year. We may
limit  this in the  future.  However,  you will  always  be  allowed  at least 6
transfers each year. This product is not designed for professional market timing
organizations or other persons using programmed,  large, or frequent  transfers.
Such  activity  may be  disruptive  to a  Portfolio.  We may reject any specific
Purchase  Payment  allocation  or transfer  request  from any person,  if in the
Portfolio managers' judgment,  a Portfolio would be unable to invest effectively
in accordance with its investment  objectives and policies,  or if the Portfolio
would be potentially adversely affected.

The following applies to any transfer:

         1. You cannot make transfers during the free look period.

         2. Your  request  for a transfer  must  clearly  state  which  Variable
Options or the Fixed Payment Option are involved in the transfer.

         3. Your request for a transfer must clearly state how much the transfer
is for.

         4. You cannot make a transfer if it would cause any Variable  Option or
the Fixed  Payment  Option to provide less than 10% of the  benefits  under your
Contract.

         5. You can make at least one  allocation to the Fixed  Payment  Option.
Both your initial  allocation to the Fixed  Payment  Option and each transfer to
the Fixed Payment Option will be treated as an allocation.

Telephone Transfers

You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers by telephone on your behalf.  If you own the Contract  with a
Joint  Owner,  we will  accept  instructions  from  either one of you unless you
instruct  us  otherwise.  We will use  reasonable  procedures  to  confirm  that
instructions  given  to us by  telephone  are  genuine.  If we do not  use  such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions. We tape record all telephone instructions.

Voting Privileges

We are the legal owner of the Trust's Class 1 Portfolio shares.  However, when a
Portfolio  solicits proxies in conjunction with a shareholder vote which affects
your investment,  we will obtain from you and other Contract Owners instructions
as to how to vote those shares. When we receive those instructions, we will vote
all of the shares we own in  proportion  to those  instructions.  This will also
include any shares that we own on our own behalf. If we determine that we are no
longer  required  to comply  with the above,  we will vote the shares in our own
right.

Substitution

Allianz Life may substitute  one of the Variable  Options you have selected with
another Variable  Option.  We will not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.

5. EXPENSES

There are charges and other  expenses  associated  with the  Contract  that will
reduce your investment return. These charges and expenses are:

Insurance Charges

Each day, we make a deduction for insurance  charges.  We do this as part of our
calculation of the value of the VIP Units and the Annuity  Units.  The insurance
charge  has two parts:  1) the  mortality  and  expense  risk  charge and 2) the
administrative charge.

- - Mortality and Expense Risk Charge.  During the Accumulation Phase, this charge
is  equal,  on an  annual  basis,  to 1.25% of the  average  daily  value of the
Contract invested in a Variable Option, after the deduction of expenses.
This  charge compensates us for all the insurance benefits provided by your
Contract (for example,  the guarantee of annuity rates, certain expenses related
to the  Contract,  and for  assuming  the risk  (expense  risk) that the current
charges will be  insufficient  in the future to cover the cost of  administering
the Contract).

- -  Administrative Charge. This charge is equal, on an annual  basis, to .15%  of
the average daily value of the Contract  invested in a Variable Option after the
deduction of expenses.  This charge is for all the expenses  associated with the
administration of the Contract.  Some of these expenses include:  preparation of
the Contract,  confirmations,  annual  reports and  statements,  maintenance  of
contract records,  personnel costs,  legal and accounting fees, filing fees, and
computer and systems costs.

Commutation Fee

Under  certain  circumstances,  you can  liquidate  (withdraw)  all or part of a
variable  option of the Contract.  When you make a  liquidation,  the amount you
receive  will be  reduced  by the  commutation  fee.  The  commutation  fee is a
percentage of the amount withdrawn. The commutation fee is equal to:


                             Contract Year         Charge
                            -------------          ------
                                  1                 5%
                                  2                 5%
                                  3                 4%
                                  4                 3%
                                  5                 2%
                            6 (& thereafter)        1%
        

If you have chosen Annuity  Option 6 and you bought your Contract  before May 1,
1998, the commutation fee is 1% of the amount liquidated in Contract year 1.

Premium Taxes

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  We are  responsible  for the payment of these
taxes. We will make a deduction from the value of the Contract for them. Some of
these  taxes are due when the  Contract is issued,  others are due when  Annuity
Payments  begin.  Premium taxes  generally range from 0% to 3.5% of the Purchase
Payment, depending on the state. For information regarding premium taxes in your
state, contact your agent or our VIP Service Center.

Income Taxes

We reserve the right to deduct from the  Contract  any income taxes which it may
incur because of the Contract. Currently, we are not making any such deductions.

Portfolio Expenses

There are  deductions  from the assets of the various  Portfolios  for operating
expenses (including management fees), which are described above in the Fee Table
and in the attached prospectus for Franklin Valuemark Funds.

6. TAXES

NOTE: Allianz Life has prepared the following  information on taxes as a general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should  consult your own tax adviser about your own  circumstances.  Allianz
Life has  included in the  Statement of  Additional  Information  an  additional
discussion regarding taxes.

ANNUITY CONTRACTS IN GENERAL

Annuity  contracts  are a means of setting  aside money for future needs and for
providing a series of  periodic  payments  for life or a fixed  number of years.
Congress recognized how important saving for retirement was and provided special
rules in the Internal Revenue Code (Code) for annuities.

Simply  stated these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as  Tax-Deferral.  There are  different  rules as to how you will be
taxed  depending  on how  you  take  the  money  out and  the  type of  Contract
- --Qualified or Non-Qualified (see following sections).

You, as the Owner,  will not be taxed on increases in the value of your Contract
until a distribution occurs -either as a surrender or as Annuity Payments.  When
you make a  surrender  you are  taxed on the  amount  of the  surrender  that is
earnings. For Annuity Payments, different rules apply. A portion of each Annuity
Payment is treated as a partial return of your Purchase  Payment and will not be
taxed. The remaining  portion of the Annuity Payment will be treated as ordinary
income.  How the Annuity  Payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the Annuity Payments are expected to
be made.  Annuity Payments received after you have received all of your Purchase
Payment are fully includible in income.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If  you  purchase  the  Contract  as an  individual  and  not  as an  individual
retirement annuity, your Contract is referred to as a Non-Qualified Contract.

If you purchase the Contract as an individual  retirement annuity, your Contract
is referred to as a Qualified Contract.

LIQUIDATIONS -- NON-QUALIFIED CONTRACTS

If the value of your Contract  exceeds your Purchase  Payment,  any  withdrawals
will be included in taxable  income to the extent of earnings in your  Contract.
The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income. Some distributions will
be exempt from the penalty. They include any amounts:

(1) paid on or after you reach age 59 1/2;
(2) paid after you die;
(3) paid if you become  totally  disabled (as that term is defined in the Code);
(4) paid in a series of substantially equal payments made annually (or more
    frequently) under a lifetime annuity;
(5) paid as annuity payments under an immediate annuity; or
(6) which come from purchase payments made prior to August 14, 1982.

The Code does not specifically address withdrawals (liquidations) from immediate
annuity  contracts.  A Private  Letter  Ruling  issued by the  Internal  Revenue
Service  concludes  that the  ability  to make  withdrawals  does not  prevent a
contract from qualifying as an immediate annuity.  However,  the Ruling does not
address the issue of whether a withdrawal  would affect the tax treatment of the
annuity  payments made before and after the withdrawal  under of the requirement
that all immediate  annuity  payment must be  substantially  equal.  The loss of
favorable  tax  treatment  would  mean that the income  portion of each  annuity
payment  received  prior to your  attaining age 59 1/2 would be subject to a 10%
penalty tax unless another  exception to the penalty tax applies.  While Allianz
Life  currently  believes that such  withdrawals  will not adversely  affect the
favorable  tax  treatment  of  annuity  payments  received  before  or  after  a
withdrawal  and  Allianz  Life  intends to perform its tax  reporting  functions
accordingly,  there can be no assurance that the Internal  Revenue  Service will
not take a contrary  position.  You should obtain  competent tax advice prior to
making a partial or total liquidation.

LIQUIDATIONS -- QUALIFIED CONTRACTS

If you make a  withdrawal  under an IRA  Contract,  a portion  of the  amount is
taxable,  generally  based on the ratio of your cost basis to the total  accrued
benefit under the contract.  Often in the case of IRA's, there is not cost basis
resulting in the full amount of the withdrawal to be included in taxable income.
The Code imposes a 10% penalty tax on the taxable  portion of any  distributions
from qualified retirement plans,  including IRA Contracts.  The penalty tax will
not apply to the following distributions:
(a) distributions made on or after the date you reach age 59 1/2;
(b)  distributions   following  your  death  or  disability  (for  this  purpose
disability is as defined in Section 72(m)(7) of the Code);
(c)  distributions  that are part of a series of  substantially  equal  periodic
payments  made at least yearly for your life (or life  expectancy)  or the joint
lives (or joint life expectancies) of you and your designated Beneficiary;
(d)distributions  made to you to the extent such distributions do not exceed the
amount  allowable as a deduction  under Code Section 213 for amounts paid during
the taxable year for medical care;
(e) distributions for the purchase of medical insurance (as described in Section
213(d)(1)(D)  of the Code) for you and your  spouse and  dependents  if you have
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after you have been re-employed for at least 60 days);
(f)  distributions  made to you to the extent such  distributions  do not exceed
your qualified higher education  expenses (as defined in Section 72(t)(7) of the
Code) for the taxable year; and
(g) distributions which are qualified first time home buyer distributions (as
defined in Section 72(t)(8) of the Code).

With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the  first  annuity  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used. A partial  liquidation  may result in the
modification of the series of annuity  payments made after such  liquidation and
therefore could result in the imposition of the 10% penalty tax and interest for
the period as described above. You should obtain competent tax advice before you
make any liquidations from an IRA Contract. Any amounts distributed will only be
paid to you, your Annuitant or your Beneficiary.  Allianz Life will not transfer
or pay such amounts to another IRA or tax qualified plan.


DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity  contract.  Allianz  Life  believes  that  the  Portfolios  of  Franklin
Valuemark Funds are being managed so as to comply with the requirements. Neither
the Code nor the Internal  Revenue  Service  Regulations  issued to date provide
guidance  as to the  circumstances  under  which  you,  because of the degree of
control you exercise over the underlying investments, and not Allianz Life would
be considered the owner of the shares of the Portfolios. If this occurs, it will
result  in the loss of the  favorable  tax  treatment  for the  Contract.  It is
unknown to what extent  Contract Owners are permitted to select  Portfolios,  to
make  transfers  among  the  Portfolios  or the  number  and type of  Portfolios
Contract Owners may select from. If any guidance is provided which is considered
a new  position,  then the guidance  would  generally be applied  prospectively.
However,  if such  guidance is considered  not to be a new  position,  it may be
applied  retroactively.  This would mean that you, as the Owner of the Contract,
could be treated as the owner of the Portfolios.  Due to the uncertainty in this
area,  Allianz Life  reserves the right to modify the Contracts in an attempt to
maintain favorable tax treatment.

7. ACCESS TO YOUR MONEY

If  you  have  chosen  Annuity  Options  2,  4 or 6 you  may  make  liquidations
(withdrawals)  from your  Contract  under the  certain  circumstances  described
below.

- -        Annuity  Options 2 and 4: If you have  selected  Annuity  Option 2 or 4
         and a portion of your payments come from the Variable Options,  you may
         make partial  liquidations  (withdrawals)  from your Contract.  You can
         only make  liquidations  after  the first  Contract  year.  During  the
         lifetime of the  Annuitant(s)  and while the number of Annuity Payments
         made is less than the guaranteed  number of payments  elected under the
         Annuity Option,  you can request a liquidation  once each year. You can
         liquidate a portion of the Total Liquidation  Value.(Total  Liquidation
         Value is referred to as ATotal  Withdrawal  Value@ in your Contract and
         endorsement.) The Total Liquidation Value is equal to the present value
         of the remaining guaranteed Annuity Payments (allocated to the Variable
         Options) to the end of the period  certain  commuted at the AIR, less a
         commutation  fee. The total amount you can  liquidate is  guaranteed to
         not be less than 25% of the Total Liquidation Value. Currently, you may
         liquidate up to 75% of the Total  Liquidation  Value.  Allianz Life may
         change this amount in the future.  The minimum amount you can liquidate
         is  the  lesser  of  $2,500  or the  remaining  portion  of  the  Total
         Liquidation Value available to be liquidated.  Partial liquidations may
         not be available in your state.

         After a partial  liquidation,  the subsequent  monthly  Annuity Payment
         during the guaranteed  period certain will be reduced by the percentage
         of the Total Liquidation  Value  liquidated,  including the commutation
         fee.

- -        Annuity  Option  6: If  you have  selected  Annuity  Option  6, you can
         currently make one  liquidation  each year. You may liquidate the Total
         Liquidation  Value of your  Contract.  The Total  Liquidation  Value is
         equal to the present value of the remaining Annuity Payments to the end
         of the period certain  commuted at the AIR less a commutation  fee. The
         amount of the  commutation  depends on whether you bought your Contract
         before May 1, 1998.  Allianz  Life may restrict the amount of a partial
         liquidation  to  a  minimum  of  $2,500.  We  may  require  a  complete
         liquidation of your Contract if the remaining Total  Liquidation  Value
         after you  request a partial  liquidation  would be less than  $35,000.
         Allianz Life will require you to return your Contract before we pay the
         entire commuted value.

We will process partial  liquidations on the next Annuity Calculation Date after
your written request for a liquidation.

INCOME  TAXES,  TAX  PENALTIES  AND  CERTAIN   RESTRICTIONS  MAY  APPLY  TO  ANY
LIQUIDATION YOU MAKE.

Suspension of Payments or Transfers

We may be required to suspend or postpone payments for liquidations or transfers
for any period when:

1. the New York Stock Exchange is closed (other than customary weekend and
holiday closings);

2. trading on the New York Stock Exchange is restricted;

3. an emergency  exists as a result of which disposal of the Portfolio shares is
not reasonably practicable or we cannot reasonably value the Portfolio shares;

4. during any other  period when the  Securities  and  Exchange  Commission,  by
order, so permits for the protection of Contract Owners.

8. PERFORMANCE

We  periodically  advertise  performance.   We  will  calculate  performance  by
determining  the  percentage  change in the value of a VIP Unit by dividing  the
increase  (decrease) for that unit by the value of the VIP Unit at the beginning
of the period.  This performance  number reflects the deduction of the insurance
charges. We may also advertise  cumulative total return information.  Cumulative
total  return  is  determined  the same way  except  that  the  results  are not
annualized.  Performance  information for the underlying  Portfolios may also be
advertised - see the Franklin Valuemark Funds prospectus for more information.

We may in the future also advertise yield information. If we do, we will provide
you  with  information   regarding  how  yield  is  calculated.   More  detailed
information regarding how performance is calculated is found in the SAI.

We base any performance advertised on historical data. This performance does not
guarantee future results of the Portfolios.

9. DEATH BENEFIT

IF YOU DIE BEFORE THE INCOME DATE AND THERE IS NO JOINT ANNUITANT, WE WILL TREAT
YOUR CONTRACT AS IF WE HAD NEVER ISSUED IT. WE WILL RETURN THE PURCHASE  PAYMENT
TO YOUR ESTATE.

If you have chosen either  Annuity  Option 3, 4 or 6 with a Joint  Annuitant and
either you or the Joint  Annuitant  dies  before the Income  Date,  the  Annuity
Option will be changed to Option 2 with 10 years of payments guaranteed.  If the
survivor's  life  expectancy  is less than 10 years,  the  period of  guaranteed
payments will be 5 years instead.

If you or the  Joint  Annuitant  dies on or after  the  Income  Date,  the death
benefit, if any, will be paid under the Annuity Option selected. We will require
proof of death.  We may delay paying the death  benefit until we receive any tax
consents and/or forms from a state.

10. OTHER INFORMATION

Allianz Life

Allianz Life Insurance Company of North America (Allianz Life), 1750 Hennepin
Avenue, Minneapolis,  Minnesota 55403, was organized under the laws of the state
of Minnesota in 1896.  Allianz Life offers fixed and variable life insurance and
annuities  and group  life,  accident  and  health  insurance.  Allianz  Life is
licensed to do business in 49 states and the District of Columbia.  Allianz Life
is a wholly-owned subsidiary of Allianz Versicherungs-AG Holding.

Year 2000

Allianz Life has initiated  programs to ensure that all of the computer  systems
utilized to provide services and administer  policies will function  properly in
the year 2000. An assessment of the total expected costs specifically related to
the year  2000  conversion  has been  completed.  These  costs are  expensed  as
incurred  and  total  costs are not  expected  to have a  significant  effect on
Allianz  Life's  financial  position  or results  of  operations.  Allianz  Life
believes  it is  taking  steps  that are  reasonably  designed  to  address  the
potential  failure of  computer  systems  used by its service  providers  and to
ensure its year 2000  program is completed  on a timely  basis.  There can be no
assurance,  however,  that the steps  taken by Allianz Li fe will be adequate to
avoid any adverse impact.

The Separate Account

Allianz Life  established a separate account named Allianz Life Variable Account
B (Separate  Account).  The Separate  Account holds the assets that underlie the
Contracts  (except assets allocated to the Fixed Payment  Option).  The Board of
Directors of Allianz Life adopted a resolution to establish the Separate Account
under Minnesota  insurance law on May 31, 1985.  Allianz Life has registered the
Separate  Account  with  the  Securities  and  Exchange  Commission  as  a  unit
investment trust under the Investment  Company Act of 1940. The Separate Account
is divided into  Variable  Options (also known as  sub-accounts).  Each Variable
Option invests in one class of shares of a Portfolio.

The assets of the Separate  Account are held in Allianz Life's name on behalf of
the Separate Account and legally belong to Allianz Life.  However,  those assets
that underlie the variable Contracts are not chargeable with liabilities arising
out of any other business  Allianz Life may conduct.  All the income,  gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Contracts and not against any other  contracts  Allianz Life
may issue.

Distribution

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue,  Minneapolis,  MN 55403,
acts as the  distributor of the Contracts.  NFP is a wholly-owned  subsidiary of
Allianz Life. NFP has subcontracted  with Franklin Advisers,  Inc.  ("Advisers")
for it and/or certain of its  affiliates to provide  certain  marketing  support
services. NFP compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will be paid  commissions  at the time of purchase up to 4.0% of
the Purchase Payment.  Broker-dealers  are also paid a trail commission of up to
40 basis  points on the  portion of  Purchase  Payment  reserve  invested in the
Portfolios.  We (by  agreement  with the  broker-dealer)  pay  commissions  as a
combination  of a  certain  percentage  amount  at the  time of sale and a trail
commission (which when combined could be more than 4% of the Purchase  Payment).
In addition,  Allianz Life and Advisers  and/or its  affiliates  may pay certain
sellers for other  services  not directly  related to the sale of the  Contracts
(such as special marketing support allowances).

Administration

We have hired Templeton Funds Annuity Company (in California,  doing business as
"Templeton  Funds Life & Annuity  Insurance  Company")  (VIP Service  Center) to
perform   certain   administrative   services   regarding  the  Contracts.   The
administrative  services  include  issuance of the Contracts and  maintenance of
Contract  Owner's  records.  Templeton  Funds Annuity Company has entered into a
reinsurance agreement with us regarding certain risks under the Contracts.

Financial Statements

The consolidated  financial  statements of Allianz Life and the Separate Account
have been included in the Statement of Additional Information.

<PAGE>
<TABLE>
<CAPTION>

APPENDIX A

CONDENSED FINANCIAL INFORMATION

The consolidated  financial  statements of Allianz Life Insurance Company of North America and the financial statements of Allianz
Life Variable Account B may be found in the SAI.

The table below gives per VIP Unit information about the financial history of each Contract Sub-Account from the inception of each
to December 31, 1998.+

This information should be read in conjunction with the financial statements and related notes to the Variable Account included in
the SAI.

(NUMBER OF UNITS IN THOUSANDS)

                                             GLOBAL                                        MUTUAL     MUTUAL     REAL
                                    CAPITAL UTILITIES  GROWTH &   HIGH    INCOME   MONEY  DISCOVERY  SHARES     ESTATE     RISING
CONTRACT SUB-ACCOUNTS:              GROWTH  SECURITIES  INCOME   INCOME SECURITIES MARKET SECURITIES SECURITIES SECURITIES DIVIDENDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>        <C>       <C>     <C>       <C>      <C>      <C>        <C>        <C> 
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period..
Unit value at end of period .......
Number of units outstanding
 at end of period..................
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period.. $11.254  $20.654    $19.490          $21.708   $13.359  $10.180  $10.330    $23.668    $15.303
Unit value at end of period ....... $13.130  $25.818    $24.551          $25.065   $13.865  $11.983  $11.993    $28.169    $20.074
Number of units outstanding
 at end of period .................   5,673   39,623     46,962           49,812    20,982    9,940   18,744     13,445     33,250
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period.. $10.000* $19.565    $17.310          $19.785   $12.883  $10.000* $10.000*   $18.073    $12.498
Unit value at end of period ....... $11.254  $20.654    $19.490          $21.708   $13.359  $10.180  $10.330    $23.668    $15.303
Number of units outstanding
 at end of period .................   3,722   53,086     50,027           57,504    28,060    1,471    2,613     12,757     35,569
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period..      NA  $15.104    $13.215          $16.392   $12.354       NA       NA    $15.594     $9.769
Unit value at end of period .......      NA  $19.565    $17.310          $19.785   $12.883       NA       NA    $18.073    $12.498
Number of units outstanding
 at end of period .................      NA   66,669     46,893           59,309    31,040       NA       NA     10,998     33,789
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period..      NA  $17.319    $13.677          $17.734   $12.066       NA       NA    $15.369    $10.327
Unit value at end of period .......      NA  $15.104    $13.215          $16.392   $12.354       NA       NA    $15.594     $9.769
Number of units outstanding
 at end of period .................      NA   70,082     35,695           56,569    39,437       NA       NA     11,645     28,778
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period..      NA  $15.889    $12.574          $15.163   $11.932       NA       NA    $13.095    $10.848
Unit value at end of period .......      NA  $17.319    $13.677          $17.734   $12.066       NA       NA    $15.369    $10.327
Number of units outstanding
 at end of period .................      NA   84,217     24,719           38,967    10,247       NA       NA      5,589     26,256
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period..      NA  $14.821    $11.949          $13.580   $11.742       NA       NA    $11.848    $10.000*
Unit value at end of period .......      NA  $15.889    $12.574          $15.163   $11.932       NA       NA    $13.095    $10.848
Number of units outstanding
 at end of period .................      NA   39,387     17,144           11,397     6,951       NA       NA      1,052      8,388
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period..      NA  $12.062    $ 9.803           $9.842   $11.288       NA       NA    $ 9.000         NA
Unit value at end of period .......      NA  $14.821    $11.949          $13.580   $11.742       NA       NA    $11.848         NA
Number of units outstanding
 at end of period .................      NA   16,188      9,671    4,472      5,682       NA       NA        394         NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period..      NA  $12.010    $10.180  $10.783    $10.637       NA       NA    $10.368         NA
Unit value at end of period .......      NA  $12.062     $9.803   $9.842    $11.288       NA       NA    $ 9.000         NA
Number of units outstanding
 at end of period .................      NA    6,300      5,356    3,011      5,768       NA       NA        200         NA
PERIOD FROM INCEPTION**
 TO DEC. 31, 1989
Unit value at beginning of period..      NA  $10.000    $10.000  $10.000    $10.000       NA       NA    $10.000         NA
Unit value at end of period .......      NA  $12.010    $10.180  $10.783    $10.637       NA       NA    $10.368         NA
Number of units outstanding
 at end of period .................      NA    1,173      1,662    1,508      1,199       NA       NA         57         NA

<PAGE>

(NUMBER OF UNITS IN THOUSANDS)
                                               TEMPLETON      TEMPLETON  TEMPLETON   TEMPLETON     TEMPLETON   TEMPLETON 
                                       SMALL   DEVELOPING   GLOBAL ASSET  GLOBAL   INTERNATIONAL INTERNATIONAL  PACIFIC   VALUE
CONTRACT SUB-ACCOUNTS:                  CAP  MARKETS EQUITY  ALLOCATION   GROWTH       EQUITY      SMALLER COS  GROWTH  SECURITIES
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>       <C>          <C>          <C>       <C>
YEAR ENDED DEC. 31, 1998
Unit value at beginning of period..
Unit value at end of period .......
Number of units outstanding
 at end of period.................
YEAR ENDED DEC. 31, 1997
Unit value at beginning of period ...... $12.913   $11.487     $12.514     $13.560   $16.081      $11.145      $14.932        NA
Unit value at end of period ............ $14.952   $10.340     $13.786     $15.176   $17.711      $10.825      $ 9.431        NA
Number of units outstanding
 at end of period ......................  16,924    23,007       5,229      41,432    58,179        1,998       15,833        NA
YEAR ENDED DEC. 31, 1996
Unit value at beginning of period ...... $10.146   $ 9.582     $10.591     $11.339   $13.263      $10.000**    $13.630        NA
Unit value at end of period ............ $12.913   $11.487     $12.514     $13.560   $16.081      $11.145      $14.932        NA
Number of units outstanding
 at end of period ......................  12,784    22,423       4,104      40,327    64,375        1,388       22,061        NA
YEAR ENDED DEC. 31, 1995
Unit value at beginning of period ...... $10.000*  $ 9.454     $10.000*    $10.201   $12.161           NA      $12.802        NA
Unit value at end of period ............ $10.146   $ 9.582     $10.591     $11.339   $13.263           NA      $13.630        NA
Number of units outstanding
 at end of period ......................   1,302    15,618       1,338      28,309    59,883           NA       22,483        NA
YEAR ENDED DEC. 31, 1994
Unit value at beginning of period ......      NA   $10.000*         NA     $10.000*  $12.226           NA      $14.233        NA
Unit value at end of period ............      NA   $ 9.454          NA     $10.201   $12.161           NA      $12.802        NA
Number of units outstanding
 at end of period ......................      NA     9,774          NA      14,637    60,464           NA       27,231        NA
YEAR ENDED DEC. 31, 1993
Unit value at beginning of period ......      NA        NA          NA          NA   $ 9.642           NA      $ 9.761        NA
Unit value at end of period ............      NA        NA          NA          NA   $12.226           NA      $14.233        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA    24,026           NA       14,240        NA
YEAR ENDED DEC. 31, 1992
Unit value at beginning of period ......      NA        NA          NA          NA   $10.000*          NA      $10.000*       NA
Unit value at end of period ............      NA        NA          NA          NA   $ 9.642           NA      $ 9.761        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA     1,329           NA          534        NA
YEAR ENDED DEC. 31, 1991
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA
YEAR ENDED DEC. 31, 1990
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA
PERIOD FROM INCEPTION*
TO DEC. 31, 1989
Unit value at beginning of period ......      NA        NA          NA          NA        NA           NA           NA        NA
Unit value at end of period ............      NA        NA          NA          NA        NA           NA           NA        NA
Number of units outstanding
 at end of period ......................      NA        NA          NA          NA        NA           NA           NA        NA

<FN>
*Unit Value at inception was $10.00.

The VIP Unit Value at  inception  was  $10.00 for each  Contract  Sub-Account.  Inception  was  1/24/89  for the Global  Utilities
Securities, Growth and Income, High Income, Income Securities, Money Market, and Real Estate Securities Sub-Accounts;  1/27/92 for
the Rising  Dividends,  Templeton  International  Equity,  and Templeton  Pacific Growth  Sub-Accounts;  3/15/94 for the Templeton
Developing Markets Equity, and Templeton Global Growth Sub-Accounts; 5/1/95 for the Templeton Global Asset Allocation Sub-Account;
11/1/95 for the Small Cap Sub-Account;  5/1/96 for the Capital Growth, and Templeton International Smaller Companies Sub-Accounts;
11/8/96 for the Mutual  Discovery  Securities,  and Mutual Shares  Securities  Sub-Accounts;  and 5/1/98 for the Value  Securities
Sub-Account.
</FN>
</TABLE>

<PAGE>


APPENDIX B
- --------------------------------------------------------------------------------

ILLUSTRATION OF ANNUITY INCOME

We have prepared the  following  tables to show you how  investment  performance
affects  variable  annuity income over time. The variable annuity income amounts
reflect three different  assumptions for a constant investment return before all
expenses:  0%, 6% and 12%. These are hypothetical rates of return.  Allianz Life
does not guarantee that the Contract will earn these returns for any one year or
any sustained  period of time.  The tables are for  illustrative  purposes only.
They do not represent past or future investment returns.

Your  variable  annuity  income may be more or less than the income shown if the
actual  returns of the  Portfolios  you select are  different  than those  shown
below. Since it is very likely that investment returns will fluctuate over time,
the amount of variable annuity income you will receive will also fluctuate.  The
total  amount  of  annuity  income  you  actually  receive  will  depend  on the
cumulative  investment  returns of the Portfolios you choose,  how long you live
and the Annuity Option you choose.

Another factor which will affect the amount of variable  annuity income you will
receive is the Assumed  Investment  Return (AIR).  Income will increase from one
Income Date to the next if the annualized net rate of return during that time is
greater than the AIR you choose.  It will decrease if the annualized net rate of
return is less than the AIR.

There are three  illustrations.  The first is based on a 3% AIR,  the  second is
based on a 5% AIR,  and the  third  is based on a 7% AIR.  The 7% AIR may not be
available in your state.  (Check with your registered  representative  regarding
availability).

The income amounts shown reflect the deduction of all fees and expenses.  Actual
Portfolio  fees and expenses  will vary from year to year and from  Portfolio to
Portfolio.  Actual  expenses  may be higher  or lower  than the rate used in the
illustrations.  The illustrations assume that each Portfolio will incur expenses
at an annual  rate of _____% of the average  daily net assets of the  Portfolio.
This is the average in 1998,  weighted by  Portfolio  net assets as of 12/31/98.
The insurance  charges are  calculated at an annual rate of 1.40% of the average
daily net assets of the  Separate  Account.  After  taking  these  expenses  and
charges into  consideration,  the illustrated gross investment returns of 0%, 6%
and 12% are  approximately  equal to net rates (which means after  expenses have
been deducted) of ____%, ____% and ____%, respectively.


<TABLE>
<CAPTION>

                       VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:              John Doe                ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                  EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity     FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                      FREQUENCY OF ANNUITY INCOME:  Monthly
                                                ASSUMED INVESTMENT RETURN:    3%

The amount of  monthly  variable  annuity  income  shown in the table  below and the graph that
follows assumes a constant annual investment return. The amount of variable annuity income that
you actually receive will depend on the investment  performance of the Portfolio(s) you choose.
The variable  annuity  income can go up or down. No minimum  dollar amount of variable  annuity
income is guaranteed.  The amounts shown are based on a 3% AIR.  Income will remain constant at
$625 per month when the net rate of return after expenses is 3% (annually).

                                    MONTHLY ANNUITY PAYMENTS
                              Annual rate of return before expenses:       0%      6%      12%
Annuity Income Date     Age   Annual rate of return after expenses:    -_.__%   _.__%    _.__%
- --------------------   ----   --------------------------------------   -------  ------  -------
<S>                    <C>    <C>                                      <C>      <C>     <C>
January 1, 1999         70                                               $___    $___   $  ___
January 1, 2000         71                                                ___     ___      ___
January 1, 2001         72                                                ___     ___      ___
January 1, 2002         73                                                ___     ___      ___
January 1, 2003         74                                                ___     ___      ___
January 1, 2008         79                                                ___     ___    _,___
January 1, 2013         84                                                ___     ___    _,___
January 1, 2018         89                                                ___     ___    _,___
January 1, 2023         94                                                ___     ___    _,___


The  investment  rates of return shown are  hypothetical  only. You should not consider them to
represent  past or future  investment  performance.  Actual rates of return may be more or less
than those shown and will depend on a number of factors.
</TABLE>

<TABLE>
<CAPTION>

                              VALUEMARK INCOME PLUS ILLUSTRATION

ANNUITANT:              John Doe                   ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                     EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity        FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                         FREQUENCY OF ANNUITY INCOME:  Monthly
                                                   ASSUMED INVESTMENT RETURN:    5%

The amount of  monthly  variable  annuity  income  shown in the table  below and the graph that
follows assumes a constant annual investment return. The amount of variable annuity income that
you actually receive will depend on the investment  performance of the Portfolio(s) you choose.
The variable  annuity  income can go up or down. No minimum  dollar amount of variable  annuity
income is guaranteed.  The amounts shown are based on a 5% AIR.  Income will remain constant at
$742 per month when the net rate of return after expenses is 5% (annually).

                                    MONTHLY ANNUITY PAYMENTS
                             Annual rate of return before expenses:       0%       6%       12%
Annuity Income Date    Age   Annual rate of return after expenses:    -_.__%    _.__%     _.__%
- --------------------  ----   --------------------------------------  -------   ------    ------
<S>                    <C>    <C>                                      <C>      <C>      <C>
January 1, 1999        70                                               $___     $___    $  ___
January 1, 2000        71                                                ___      ___       ___
January 1, 2001        72                                                ___      ___       ___
January 1, 2002        73                                                ___      ___       ___
January 1, 2003        74                                                ___      ___       ___
January 1, 2008        79                                                ___      ___     _,___
January 1, 2013        84                                                ___      ___     _,___
January 1, 2018        89                                                ___      ___     _,___
January1,  2023        94                                                ___      ___     _,___

The  investment  rates of return shown are  hypothetical  only. You should not consider them to
represent  past or future  investment  performance.  Actual rates of return may be more or less
than those shown and will depend on a number of factors.
</TABLE>

<TABLE>
<CAPTION>
                       VALUEMARK INCOME PLUS ILLUSTRATION


ANNUITANT:              John Doe               ANNUITY PURCHASE AMOUNT:      $100,000
DATE OF BIRTH:          1/1/29                 EFFECTIVE DATE:               12/1/98
ANNUITY INCOME OPTION:  Single Life Annuity    FIRST ANNUITY INCOME DATE:    1/1/99
PREMIUM TAX:            0%                     FREQUENCY OF ANNUITY INCOME:  Monthly
                                               ASSUMED INVESTMENT RETURN:    7%

The amount of  monthly  variable  annuity  income  shown in the table  below and the graph that
follows assumes a constant annual investment return. The amount of variable annuity income that
you actually receive will depend on the investment  performance of the Portfolio(s) you choose.
The variable  annuity  income can go up or down. No minimum  dollar amount of variable  annuity
income is guaranteed.  The amounts shown are based on a 7% AIR.  Income will remain constant at
$861 per month when the net rate of return after expenses is 7% (annually).

                                    MONTHLY ANNUITY PAYMENTS
                             Annual rate of return before expenses:      0%        6%       12%
Annuity Income Date    Age   Annual rate of return after expenses:   -_.__%     _.__%     _.__%
- --------------------  ----   --------------------------------------  -------    ------   -------
<S>                    <C>    <C>                                     <C>       <C>      <C>
January 1, 1999        70                                              $___      $___    $  ___
January 1, 2000        71                                               ___       ___       ___
January 1, 2001        72                                               ___       ___       ___
January 1, 2002        73                                               ___       ___       ___
January 1, 2003        74                                               ___       ___       ___
January 1, 2008        79                                               ___       ___     _,___
January 1, 2013        84                                               ___       ___     _,___
January 1, 2018        89                                               ___       ___     _,___
January 1, 2023        94                                               ___       ___     _,___


The  investment  rates of return shown are  hypothetical  only. You should not consider them to
represent  past or future  investment  performance.  Actual rates of return may be more or less
than those shown and will depend on a number of factors.
</TABLE>




          TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


Insurance Company.................................
Experts ..........................................
Legal Opinions ...................................
Distributor ......................................
Calculation of Performance Data ..................
Federal Tax Status ...............................
Annuity Provisions................................
Mortality and Expense Risk Guarantee .............
Financial Statements .............................

    


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

 
                              INDIVIDUAL IMMEDIATE
                           VARIABLE ANNUITY CONTRACTS
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
                                   MAY 1, 1999
 


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE PROSPECTUS FOR THE INDIVIDUAL  IMMEDIATE  VARIABLE
ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS,  CALL OR WRITE THE
COMPANY AT: 1750 Hennepin Avenue, Minneapolis, MN 55403-2195, (800) 542-5427.

 
THIS  STATEMENT OF ADDITIONAL  INFORMATION  AND THE  PROSPECTUS ARE DATED MAY 1,
1999, AND AS MAY BE AMENDED FROM TIME TO TIME.
 






TABLE OF CONTENTS

CONTENTS                                           PAGE
Company..........................................
Experts..........................................
Legal Opinions...................................
Distributor......................................
Calculation of Performance Data..................
 Total Return....................................
 Yield...........................................
 Performance Ranking.............................
 Performance Information.........................
 Annuity Income..................................
Federal Tax Status...............................
Annuity Provisions...............................
 Variable Annuity Payout.........................
 Fixed Annuity Payout............................
Financial Statements.............................



COMPANY

Information  regarding  Allianz  Life  Insurance  Company of North  America (the
"Company") and its ownership is contained in the Prospectus.  On April 1,  1993,
the Company  changed its name from North  American Life and Casualty  Company to
its  present  name.  The  Company  is  rated  A+  (Superior)  by A.M.  BEST,  an
independent  analyst of the insurance  industry.  The  financial  strength of an
insurance  company may be  relevant  insofar as the ability of a company to make
fixed annuity payments from its general account.

 
EXPERTS
- --------------------------------------------------------------------------------
 
The financial statements of Allianz Life Variable Account B and the consolidated
financial  statements  of the Company as of and for the year ended  December 31,
1998, included in this Statement of Additional  Information have been audited by
______________________,  independent  auditors,  as  indicated in their  reports
included in this Statement of Additional  Information and are included herein in
reliance  upon such  reports and upon the  authority  of said firm as experts in
accounting and auditing.
 
LEGAL OPINIONS
- --------------------------------------------------------------------------------
 
Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.
 
DISTRIBUTOR
- --------------------------------------------------------------------------------

NALAC  Financial  Plans,  LLC,  a  subsidiary  of  the  Company,   acts  as  the
distributor. The offering is on a continuous basis.

CALCULATION OF PERFORMANCE DATA

Total Return
 
From time to time,  the  Company  may  advertise  the  performance  data for the
Contract   Sub-Accounts  in  sales  literature,   advertisements,   personalized
hypothetical  illustrations,  and Contract Owner communications.  Such data will
show the percentage  change in the value of a VIP Unit based on the  performance
of a Contract  Sub-Account  over a stated  period of time which is determined by
dividing the increase (or decrease) in value for that unit by the VIP Unit Value
at the beginning of the period.

Any such  performance  data will include total return figures for the one, five,
and ten year (or since  inception)  time  periods  indicated.  Such total return
figures will reflect the deduction of a 1.25% Mortality and Expense Risk Charge,
a  0.15%  Administrative  Expense  Charge  and  the  operating  expenses  of the
underlying Portfolios.

The hypothetical  value of a Contract  purchased for the time periods  described
will be  determined  by using the actual VIP Unit  Values for an initial  $1,000
purchase  payment.  The  average  annual  total  return  is then  determined  by
computing the fixed interest rate that a $1,000  purchase  payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the end
of the time periods described. The formula used in these calculations is:

                                  P(1+T)n = ERV

where:

P = a hypothetical initial payment of $1,000;

T = average annual total return;

n = number of years;

ERV = ending redeemable value of a hypothetical  $1,000 purchase payment made at
the beginning of the period at the end of the period.

The Company may also  advertise  cumulative  and total return  information  over
different  periods of time.  Cumulative  total return is calculated in a similar
manner as described above except that the results are not annualized.

Yield

The Money Market  Sub-Account.  The Company may advertise yield  information for
the Money Market Sub-Account.  The Money Market Sub-Account's  current yield may
vary each day,  depending upon, among other things,  the average maturity of the
underlying  Portfolio's  investment  securities  and changes in interest  rates,
operating expenses,  the deduction of the Mortality and Expense Risk Charge, the
Administrative  Expense  Charge  and,  in  certain  instances,  the value of the
underlying  Portfolio's  investment  securities.  The  fact  that  the  Contract
Sub-Account's  current  yield  will  fluctuate  and  that the  principal  is not
guaranteed  should  be  taken  into   consideration   when  using  the  Contract
Sub-Account's  current yield as a basis for comparison with savings  accounts or
other  fixed-yield  investments.  The  yield  at  any  particular  time  is  not
indicative of what the yield may be at any other time.

     The Money Market  Sub-Account's  current yield is computed on a base period
return of a hypothetical Contract having a beginning balance of one VIP Unit for
a particular  period of time (generally seven days). The return is determined by
dividing the net change  (exclusive of any capital  changes) in such VIP Unit by
its beginning  value,  and then  multiplying  it by 365/7 to get the  annualized
current yield.  The  calculation of net change  reflects the value of additional
shares purchased with the dividends paid by the Portfolio,  and the deduction of
the Mortality and Expense Risk Charge and the Administrative Expense Charge.
 
The  effective  yield  reflects the effects of  compounding  and  represents  an
annualization  of the current return with all dividends  reinvested.  (Effective
yield = [(Base Period Return + 1)365/7]-1.)

For the seven-day period ending on 12/31/97,  the Money Market Sub-Account had a
current yield of 3.88% and an effective yield of 3.95%.

Other  Contract  Sub-Accounts.  The  Company  may  also  quote  yield  in  sales
literature,   advertisements,   personalized  hypothetical  illustrations,   and
Contract Owner communications for the other Contract Sub-Accounts. Each Contract
Sub-Account (other than the Money Market Sub-Account) will publish  standardized
total return information with any quotation of current yield.


The yield  computation is determined by dividing the net  investment  income per
VIP Unit earned  during the period  (minus the  deduction  for the Mortality and
Expense Risk Charge and Administrative  Expense Charge) by the VIP Unit Value on
the last day of the period and  annualizing the resulting  figure,  according to
the following formula:

                          Yield = 2 [((a-b) + 1)6 - 1]
                         ------------------------------
                                       cd
where:

 
a = net investment income earned during the period by the Portfolio attributable
to shares owned by the Contract Sub-Account;
 
b = expenses accrued for the period (net of reimbursements);

c = the average daily number of VIP Units outstanding during the period;

d = the maximum offering price per VIP Unit on the last day of the period.

 
The above  formula will be used in  calculating  quotations  of yield,  based on
specified  30-day  periods (or one month)  identified  in the sales  literature,
advertisement, or communication.  The Company does not currently advertise yield
information  for  any  Contract   Sub-Account   (other  than  the  Money  Market
Sub-Account).
 

Performance Ranking
 
The  performance  based  on  each  or all of the  Contract  Sub-Accounts  of the
Variable  Account may be compared in its advertising and sales literature to the
performance of other variable  annuity  issuers in general or to the performance
of particular types of variable  annuities  investing in mutual funds, or series
of mutual  funds with  investment  objectives  similar  to each of the  Contract
Sub-Accounts of the Variable  Account or indices.  Lipper  Analytical  Services,
Inc. ("Lipper") and the Variable Annuity Research and Data Service ("VARDS") are
independent  services which monitor and rank the performance of variable annuity
issuers  in  each  of  the  major  categories  of  investment  objectives  on an
industry-wide basis.

Lipper's  rankings  include  variable  life issuers as well as variable  annuity
issuers.  VARDS rankings compare only variable annuity issuers.  The performance
analyses  prepared  by Lipper and VARDS rank such  issuers on the basis of total
return,  assuming reinvestment of distributions,  but do not take sales charges,
redemption fees or certain expense deductions at the separate account level into
consideration.  In  addition,  VARDS  prepares  risk  adjusted  rankings,  which
consider  the effects of market risk on total return  performance.  This type of
ranking  may address the  question  as to which  portfolios  provide the highest
total return with the least amount of risk.  Other ranking  services may be used
as sources of performance comparison, such as CDA/Weisenberger and Morningstar.

Performance Information
 
Total returns reflect all aspects of a Contract Sub-Account's return,  including
the  automatic   reinvestment  by  Allianz  Life  Variable   Account  B  of  all
distributions and any change in a Contract  Sub-Account's value over the period.
The performance of the Contract  Sub-Accounts reflects results achieved prior to
the date the Contracts first invested in the Contract Sub-Accounts.

The returns  reflect the  deduction  of the  Mortality  and Expense Risk Charge,
Administrative Expense Charge and the operating expenses of each Portfolio. Past
performance does not guarantee future results.
 
<TABLE>
<CAPTION>
 
STANDARDIZED TOTAL RETURN
Average Annual Total Return for the periods ended December 31, 1998

                                                                          Inception       One       Five        Since
Contract Sub-Account                                                         Date         Year      Years     Inception
- - ------------------------------------------------------------------------------------------------------------------------
<C>                                                                       <S>           <S>         <S>        <S>
Capital Growth ........................................................    _______        _____%     _____%     _____%
Global Utilities Securities  ..........................................    _______        _____%     _____%     _____%
Growth and Income .....................................................    _______        _____%     _____%     _____%
High Income............................................................    _______        _____%     _____%     _____%
Income Securities .....................................................    _______        _____%     _____%     _____%
Money Market ..........................................................    _______        _____%     _____%     _____%
Mutual Discovery Securities ...........................................    _______        _____%     _____%     _____%
Mutual Shares Securities ..............................................    _______        _____%     _____%     _____%
Real Estate Securities ................................................    _______        _____%     _____%     _____%
Rising Dividends ......................................................    _______        _____%     _____%     _____%
Small Cap .............................................................    _______        _____%     _____%     _____%
Templeton Developing Markets Equity ...................................    _______        _____%     _____%     _____%
Templeton Global Asset Allocation .....................................    _______        _____%     _____%     _____%
Templeton Global Growth ...............................................    _______        _____%     _____%     _____%
Templeton International Equity ........................................    _______        _____%     _____%     _____%
Templeton International Smaller Companies .............................    _______        _____%     _____%     _____%
Templeton Pacific Growth ..............................................    _______        _____%     _____%     _____%

</TABLE>

<TABLE>

<CAPTION>
NON-STANDARDIZED TOTAL RETURN
Total Return for the periods ended December 31, 1998

                                                    Annual Total Return          Cumulative Total Return
                                                   ______________________        ___________________________
                                      Inception           Three                     Three     Five      Since
Contract Sub-Account                    Date              Years                     Years     Years   Inception
- - ---------------------------------------------------------------------------------------------------------------------------
<C>                                    <S>                <S>                         <S>       <S>     <S>
Capital Growth .....................   _______           _____%                     _____%    _____%    _____%
Global Utilities Securities  .......   _______           _____%                     _____%    _____%    _____%
Growth and Income ..................   _______           _____%                     _____%    _____%    _____%
High Income.........................   _______           _____%                     _____%    _____%    _____%
Income Securities ..................   _______           _____%                     _____%    _____%    _____%
Money Market .......................   _______           _____%                     _____%    _____%    _____%
Mutual Discovery Securities ........   _______           _____%                     _____%    _____%    _____%
Mutual Shares Securities ...........   _______           _____%                     _____%    _____%    _____%
Real Estate Securities .............   _______           _____%                     _____%    _____%    _____%
Rising Dividends ...................   _______           _____%                     _____%    _____%    _____%
Small Cap ..........................   _______           _____%                     _____%    _____%    _____%
Templeton Developing
  Markets Equity ...................   _______           _____%                     _____%    _____%    _____%
Templeton Global
 Asset Allocation ..................   _______           _____%                     _____%    _____%    _____%
Templeton Global Growth............    _______           _____%                     _____%    _____%    _____%
Templeton International Equity......   _______           _____%                     _____%    _____%    _____%
Templeton International
 Smaller Companies .................   _______           _____%                     _____%    _____%    _____%
Templeton Pacific Growth ...........   _______           _____%                     _____%    _____%    _____%

</TABLE>


The Company may also  present  performance  information  computed on a different
basis.

Contract  Owners should note that  investment  results will fluctuate over time,
and any  presentation of total return for any period should not be considered as
a representation of what an investment may earn or what a Contract Owner's total
return may be in any future period.

Annuity Income
 
Periodic  annuity  income  amounts  may  be  illustrated  using  the  historical
performance  of the Contract  Sub-Accounts,  the Standard & Poor's 500 Composite
Stock Price  Index or other  recognized  investment  benchmark  portfolios.  All
illustrations  will reflect the 1.25% annual  Mortality  and Expense Risk Charge
and the 0.15%  Administrative  Expense  Charge and  actual or assumed  Portfolio
expenses.

 
FEDERAL TAX STATUS
- --------------------------------------------------------------------------------
 

NOTE:  The following  description is based upon the Company's  understanding  of
current  federal income tax law applicable to annuities in general.  The Company
cannot  predict  the  probability  that any  changes  in such laws will be made.
Purchasers are cautioned to seek competent tax advice  regarding the possibility
of such changes. The Company does not guarantee the tax status of the Contracts.
Purchasers  bear the  complete  risk that the  Contracts  may not be  treated as
"annuity  contracts"  under  federal  income  tax laws.  It  should  be  further
understood  that the  following  discussion is not  exhaustive  and that special
rules not described in this Prospectus may be applicable in certain  situations.
Moreover, no attempt has been made to consider any applicable state or other tax
laws.

GENERAL

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of annuities in general.  A Contract Owner is not taxed on increases in
the value of a Contract until distribution occurs,  either in the form of a lump
sum payment or as annuity payments under the Annuity Option elected.

For annuity payments,  the portion of a payment  includable in income equals the
excess of the  payment  over the  exclusion  amount.  The  exclusion  amount for
payments  based on a variable  annuity  option is  determined  by  dividing  the
investment in the Contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is expected to be paid (determined
by Treasury  Regulations).  The exclusion  amount for payments  based on a fixed
annuity  option is determined by  multiplying  the payment by the ratio that the
cost basis of the Contract (adjusted for any period certain or refund guarantee)
bears to the expected  return under the Contract.  Payments  received  after the
investment in the Contract has been recovered  (i.e. the total of the excludable
amounts equal the  investment in the  Contract) are fully  taxable.  The taxable
portion of an annuity  payment is taxed at ordinary  income  rates.  For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code. Contract Owners, Annuitants and Beneficiaries
under  the  Contracts  should  seek  competent  financial  advice  about the tax
consequences of any distributions.

The Company is taxed as a life  insurance  company  under the Code.  For federal
income tax  purposes,  the  Variable  Account is not a separate  entity from the
Company, and its operations form a part of the Company.

DIVERSIFICATION

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified  in  accordance  with  regulations  prescribed  by the United States
Treasury Department ("Treasury Department"). Disqualification of the Contract as
an annuity  contract would result in the imposition of federal income tax to the
Contract  Owner with respect to earnings  allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which provides that annuity  contracts such as the Contracts meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. government  securities and securities of other regulated  investment
companies.

On March 2, 1989,  the  Treasury  Department  issued  regulations  (Treas.  Reg.
1.817-5)  which  established  diversification  requirements  for the  investment
portfolios underlying variable contracts such as the Contracts.  The regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that  for  purposes  of  determining  whether  or  not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company  intends that all  Portfolios of the Trust  underlying the Contracts
will be managed by the managers for the Trust in such a manner as to comply with
these diversification requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance regarding the circumstances in which Contract Owner control
of the  investments of the Variable  Account will cause the Contract Owner to be
treated as the owner of the assets of the Variable Account, thereby resulting in
the loss of favorable tax treatment for the Contract.  At this time it cannot be
determined whether  additional  guidance will be provided and what standards may
be contained in such guidance.

The amount of Contract  Owner control which may be exercised  under the Contract
is different in some respects from the situations addressed in published rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the Contract  Owner's  ability to transfer
among investment choices or the number and type of investment choices available,
would cause the Contract  Owner to be  considered  as the owner of the assets of
the Variable  Account  resulting in the  imposition of federal income tax to the
Contract  Owner with  respect to earnings  allocable  to the  Contract  prior to
receipt of payments under the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position, it may be applied retroactively  resulting in the Contract Owner being
retroactively determined to be the owner of the assets of the Variable Account.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE CONTRACTS

Section  72(e)(11) of the Code  provides  that  multiple  non-qualified  annuity
contracts  which are issued  within a calendar  year period to the same contract
owner by one company or its affiliates  are treated as one annuity  contract for
purposes of determining the tax consequences of any distribution. Such treatment
may result in adverse tax  consequences,  including  more rapid  taxation of the
distributed  amounts from such  combination  of contracts.  For purposes of this
rule, contracts received in a Section 1035 exchange will be considered issued in
the year of the exchange. The legislative history of Section 72(e)(11) indicates
that  it was  not  intended  to  apply  to  immediate  annuities.  However,  the
legislative  history also states that no inference is intended as to whether the
Treasury  Department,  under its authority to prescribe rules to enforce the tax
laws, may treat the combination  purchase of a deferred annuity contract with an
immediate  annuity contract as a single contract for purposes of determining the
tax consequences of any distribution.


TAX TREATMENT OF DISTRIBUTIONS -
NON-QUALIFIED CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includable in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the  taxpayer  reaches  age 59 1/2;  (b)  after the death of the  Contract
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life expectancy) of the taxpayer and his Beneficiary;  (e) as an annuity payment
under an immediate annuity; or (f) which are allocable to purchase payments made
prior to August 14, 1982.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Distributions -IRA Contracts.")

The availability of total or partial  withdrawals  from an immediate  annuity is
not  expressly  provided for in the Code or Treasury  Regulations.  The only tax
guidance  currently  available for such issue is a Private Letter Ruling holding
that the right to make  withdrawals  does not prevent a contract from qualifying
as an immediate annuity. However, the Private Letter Ruling does not address the
issue of whether the making of a withdrawal would adversely affect the favorable
tax treatment of annuity  payments made before or after such partial  withdrawal
because  of  the  requirement  that  all  immediate  annuity  payments  must  be
"substantially  equal." The loss of favorable tax treatment  would mean that the
income  portion  of  each  annuity  payment  received  prior  to the  taxpayer's
attaining  age 59 1/2 would be  subject  to a 10%  penalty  tax  unless  another
exception to the penalty tax applies.  While the Company currently believes that
such  withdrawals  will not  adversely  affect the  favorable  tax  treatment of
annuity  payments  received before or after a withdrawal and the Company intends
to perform its tax reporting  functions  accordingly,  there can be no assurance
that the Internal  Revenue Service will not take a contrary  position.  Contract
Owners  should  obtain  competent  tax advice prior to making a partial or total
withdrawal.

QUALIFIED PLANS

The Contracts  offered by this Prospectus may also be used with a plan qualified
under Section 408(b) of the Code ("IRA Contracts").  Contract Owners, Annuitants
and  Beneficiaries  are  cautioned  that  benefits  under an IRA Contract may be
subject  to the terms and  conditions  of the plan  regardless  of the terms and
conditions  of  the  Contracts  issued  pursuant  to  the  plan.  The  following
discussion of IRA Contracts is not exhaustive  and is for general  informational
purposes only.  The tax rules  regarding IRA Contracts are very complex and will
have differing  applications  depending on individual  facts and  circumstances.
Each  purchaser  should  obtain  competent  tax advice prior to  purchasing  IRA
Contracts.

IRA Contracts include special provisions  restricting  Contract  provisions that
may  otherwise be available as  described  in this  Prospectus.  Generally,  IRA
Contracts are not transferable except upon surrender or annuitization.

Various  penalty and excise taxes may apply to  contributions  or  distributions
made in violation of applicable  limitations.  Furthermore,  certain  withdrawal
penalties and restrictions may apply to distributions  from IRA Contracts.  (See
"Tax Treatment of Distributions - IRA Contracts.")

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  IRA Contracts will utilize  annuity tables which do
not differentiate on the basis of sex because of the use of the IRA Contracts in
a Simplified  Employee  Pension.  Such annuity tables will also be available for
use in connection with certain non-qualified deferred compensation plans.

Under  applicable  limitations,  certain  amounts may be  contributed  to an IRA
Contract which will be deductible from the individual's gross income. These IRAs
are subject to limitations on eligibility,  contributions,  transferability  and
distributions.  (See "Tax Treatment of  Distributions - IRA  Contracts.")  Under
certain conditions,  distributions from other IRAs and other qualified plans may
be rolled over or  transferred  on a  tax-deferred  basis into an IRA  Contract.
Sales of Contracts for use as IRA Contracts are subject to special  requirements
imposed  by the Code,  including  the  requirement  that  certain  informational
disclosure  be given to persons  desiring to  establish  an IRA.  Purchasers  of
Contracts to be qualified  as  Individual  Retirement  Annuities  should  obtain
competent  tax  advice  as to the  tax  treatment  and  suitability  of  such an
investment.

TAX TREATMENT OF DISTRIBUTIONS - IRA CONTRACTS
 
In the case of a  withdrawal  under an IRA  Contract,  a ratable  portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.
 
Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified  retirement plans,  including IRA Contracts.  To
the extent  amounts are not  includible  in gross income  because they have been
rolled over to an IRA or to another eligible qualified plan, no tax penalty will
be imposed. The tax penalty will not apply to the following  distributions:  (a)
if distribution is made on or after the date on which the Annuitant  reaches age
59 1/2; (b)  distributions  following  the death or  disability of the Annuitant
(for this purpose disability is as defined in Section 72(m)(7) of the Code); (c)
distributions that are part of a series of substantially equal periodic payments
made not less frequently than annually for the life (or life  expectancy) of the
Annuitant or the joint lives (or joint life  expectancies)  of the Annuitant and
his or her designated  Beneficiary;  (d) distributions  made to the Annuitant to
the extent such  distributions do not exceed the amount allowable as a deduction
under Code Section 213 to the Annuitant for amounts paid during the taxable year
for medical  care;  (e)  distributions  from an IRA Contract for the purchase of
medical  insurance  (as described in Section  213(d)(1)(D)  of the Code) for the
Annuitant  and his or her spouse and  dependents  if the  Annuitant has received
unemployment  compensation  for at least 12 weeks (this exception will no longer
apply  after the  Annuitant  has been  re-employed  for at least 60 days.);  (f)
distributions from an Individual Retirement Annuity made to the Annuitant to the
extent such  distributions do not exceed the qualified higher education expenses
(as defined in Section  72(t)(7) of the Code) of the  Annuitant  for the taxable
year; and (g) distributions  from an Individual  Retirement  Annuity made to the
Annuitant which are qualified first-time home buyer distributions (as defined in
Section  72(t)(8)  of the Code).  With  respect  to (c) above,  if the series of
substantially  equal  periodic  payments  is  modified  before  the later of the
Annuitant  attaining  age 59 1/2 or 5 years  from the date of the first  annuity
payment, then the tax for the year of the modification is increased by an amount
equal to the tax which would have been imposed (the 10% penalty tax) but for the
exception,  plus  interest for the tax years in which the  exception was used. A
partial  withdrawal  may  result in the  modification  of the  series of annuity
payments made after such withdrawal and therefore could result in the imposition
of the 10% penalty tax and interest for the period as described above. Competent
tax  advice  should be  obtained  prior to making  any  withdrawals  from an IRA
Contract.  Any amounts  distributed  will only be paid to the  Annuitant,  Joint
Annuitant or  Beneficiary.  The Company will not transfer or pay such amounts to
another IRA or tax qualified plan.
 
Generally,  distributions from an IRA Contract must commence no later than April
1 of the  calendar  year,  following  the  later  of:  (a) the year in which the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Generally,  required distributions must be over a period not exceeding
the  life or life  expectancy  of the  individual  or the  joint  lives  or life
expectancies  of the individual and his or her  designated  beneficiary.  If the
required minimum  distributions are not made, a 50% penalty tax is imposed as to
the amount not distributed.
 
TAX TREATMENT OF ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable  event.  Contract  Owners
should therefore consult competent tax advisers should they wish to assign their
Contracts.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross income
of the Contract Owner are subject to federal income tax withholding.  Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from  non-periodic  payments.  However,  the Contract Owner, in most
cases,  may elect not to have taxes  withheld or to have  withholding  done at a
different rate.

ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

Variable Annuity Payout
 
A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the  applicable  Contract  Sub-Account(s)  of the Variable  Account.  Annuity
payments also depend upon the Age of the  Annuitant and any Joint  Annuitant and
the Assumed Net Investment Factor utilized.  On the  Annuity  Calculation  Date,
a fixed  number of  Annuity  Units  will be purchased, determined as follows:

The first  annuity  payment  is equal to the  Contract  Value  allocated  to the
Variable  Account divided first by $1,000 and then multiplied by the appropriate
annuity payment amount for each $1,000 of value for the Annuity Option selected.
In each Contract Sub-Account, the fixed number of Annuity Units is determined by
dividing the amount of the initial annuity payment  determined for each Contract
Sub-Account  by  the  Annuity  Unit  value  on  the  Annuity  Calculation  Date.
Thereafter,  the number of Annuity  Units in each Contract  Sub-Account  remains
unchanged  unless  the  Contract  Owner  elects  to  transfer  between  Contract
Sub-Accounts.  All calculations will  appropriately  reflect the annuity payment
frequency selected.

On each subsequent annuity payment date, the total annuity payment is the sum of
the annuity  payments  determined  for each  Contract  Sub-Account.  The annuity
payment in each Contract  Sub-Account is determined by multiplying the number of
Annuity Units then  allocated to such Contract  Sub-Account  by the Annuity Unit
value for that Contract Sub-Account.

For each  Contract  Sub-Account,  the  value of an  Annuity  Unit was  initially
established at $1.00. On each subsequent  Valuation Date the value of an Annuity
Unit is determined in the following way:

FIRST: The Net Investment Factor is determined by dividing (a) by (b) and adding
(c) to the result, where:

     a.   is the net  increase  or  decrease in the Net Asset Value per share of
          the Portfolio (or other Eligible Investment) plus the per share amount
          of any dividend or capital gain distribution paid by the Portfolio (or
          Eligible  Investment) during the Valuation Period, plus or minus a per
          share  charge or credit for any taxes  incurred by or reserved  for in
          the Contract Sub-Account as of the end of the current Valuation Period
          which the Company  determines to have resulted from maintenance of the
          Contract Sub-Account; and


     b.   is the Net Asset Value per share of the Portfolio  (or other  Eligible
          Investment) at the beginning of the Valuation Period,  plus or minus a
          per share  charge or credit for any taxes  incurred by or reserved for
          in the Contract Sub-Account as of the end of the immediately preceding
          Valuation  Period which the Company  determines  to have resulted from
          maintenance of the Contract Sub-Account; and

     c.   is the net result of 1.000 less the Valuation Period deduction for the
          charges to the Contract Sub-Account.

The Net Investment Factor may be more or less than one.

SECOND: The value of an Annuity Unit for a Valuation Date is equal to:

     a.   the value of the Annuity Unit on the immediately  preceding  Valuation
          Date;

     b.   multiplied  by the Net  Investment  Factor  for the  Valuation  Period
          ending on the current Valuation Date;

     c.   divided by the  Assumed  Net  Investment  Factor  (see  below) for the
          Valuation Period.

The Assumed Net  Investment  Factor is equal to one plus the Assumed  Investment
Return  which is used in  determining  the basis for the purchase of an Annuity,
adjusted to reflect the  particular  Valuation  Period.  For example,  with a 5%
Assumed  Investment  Return,  the Assumed Net  Investment  Factor for a one-year
Valuation Period would be 1.05. For a one-day Valuation Period,  the Assumed Net
Investment Factor would be 1.00013368062.

The  Assumed  Investment  Return is the  investment  return  upon which  annuity
payments are based.  Income will  increase  from one annuity  Income Date to the
next if the  annualized  Net Rate of Return during that time is greater than the
Assumed Investment Return and will decrease if the annualized Net Rate of Return
is less than the Assumed Investment Return.
 
A Contract Owner may choose either a 7%, 5% or a 3% Assumed  Investment  Return.
If the  Contract  Owner does not choose one,  the 5% Assumed  Investment  Return
automatically  applies.  Choosing a higher Assumed Investment Return will result
in a higher  initial  amount of income,  but income  will  increase  more slowly
during  periods of good  investment  performance  of the Trust and decrease more
rapidly during periods of poor investment performance. THE 7% ASSUMED INVESTMENT
RETURN IS NOT  AVAILABLE  IN ALL STATES  UNTIL  APPROVED BY THE STATE  INSURANCE
DEPARTMENTS. (CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY).
 
The variable  annuity  benefits  provided for under the Contract are based upon:
(a) the  1983(a)  Blended  Unisex  Mortality  Table  with  50%  female  content,
projected to the year 2000 with Projection  Scale G; (b) the Assumed  Investment
Return, and (c) any applicable taxes.


Fixed Annuity Payout
 
Annuity  payments from the Fixed Payment  Annuity will be equal payments  unless
otherwise specified by the Annuity Option selected.
 

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
The audited  consolidated  financial statements of the Company as of and for the
year ended  December  31, 1998 included  herein  should be  considered  only as
bearing  upon the  ability  of the  Company  to meet its  obligations  under the
Contracts.  The audited  financial  statements of the Variable Account as of and
for the year ended December 31, 1998 are also included herein.
    


<PAGE>
                                     PART C

                                OTHER INFORMATION


Item 24.   Financial Statements and Exhibits
   
      a.   Financial Statements

           To be filed by amendment

      b.   Exhibits

           1.  Resolution of Board of Directors of the Company authorizing the
               establishment of the Variable Account (1)
           2.  Not Applicable
           3.  Principal Underwriter Agreement (3)
           4.  Individual Immediate Variable Annuity Contract (3)
           4.  (i)  Individual Immediate Variable Annuity Contract
                    Endorsements (3)
           5.  Application for Individual  Immediate  Variable  Annuity (2)
           6.  (i)  Copy of Articles of Incorporation of the Company (1)
               (ii) Copy of the Bylaws of the Company (1)
           7.  Not Applicable
           8.  Form of Fund Participation Agreement (2)
           9.  Opinion and Consent of Counsel*
          10.  Independent Auditors' Consent*
          11.  Not Applicable
          12.  Not Applicable
          13.  Calculation of Performance Information*
          14.  Company Organizational Chart(3)
          27.  Not Applicable

  (1)  Incorporated by reference to Registrant's Post-Effective Amendment No.
       2 to Form N-4 which was electronically filed on November 1, 1995.
  (2)  Incorporated by reference to Registrant's  Post-Effective Amendment No. 3
       to Form N-4 which was electronically filed on April 24, 1996.
  (3)  Incorporated by reference to Registrant's  Post-Effective Amendment No. 5
       to Form N-4 which was electronically filed on April 29, 1997.
   *   To be filed by amendment
    


Item 25.   Directors and Officers of the Depositor

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>

Name and Principal               Positions and Offices
Business Address                 with Depositor
- ---------------------------      --------------------------------------
<S>                              <C>
Lowell C. Anderson               Chairman, President, Chief
1750 Hennepin Avenue             Executive Officer and Director
Minneapolis, MN 55403

Herbert F. Hansmeyer             Director
777 San Marin Drive
Novato, CA 94998

Michael P. Sullivan              Director
7505 Metro Blvd.
Minneapolis, MN 55439

Dr. Jerry E. Robertson           Director
220-13E-29/3M Center
St. Paul, MN 55144

Dr. Gerhard Rupprecht            Director
Reinsburgstrasse 17
D - 70178
Stuttgart, Germany

Edward J. Bonach                 Senior Vice President, Chief Financial
1750 Hennepin Avenue             Officer and Treasurer
Minneapolis, MN 55403

Michael T. Westermeyer           Vice President-Law & Secretary
1750 Hennepin Avenue
Minneapolis, MN 55403

Robert S. James                  President-Individual Marketing
1750 Hennepin Avenue
Minneapolis, MN 55403

Ronald L. Wobbeking              President-Mass Marketing Division
1750 Hennepin Avenue
Minneapolis, MN 55403

Reverend Dennis J. Dease         Director
c/o University of St.Thomas
2115 Summit Avenue
Box AQU100
St. Paul, MN 55105-1096

James R. Campbell                Director
c/o Norwest Center
Sixth & Marquette
Minneapolis, MN 55479-0116


Robert M. Kimmitt                Director
c/o Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, DC 20037-1420

</TABLE>

Item 26.   Persons Controlled by or Under Common Control with the Depositor or
           Registrant

The Company  organizational chart is incorporated by reference to Post-Effective
Amendment  No. 5 to Form N-4 which was  electronically  filed on April 29,  1997
(File No. 811-05618).


Item 27.   Number of Contract Owners

   
     As of January 28, 1999,  there were 275 qualified  Contract  Owners and 202
non-qualified Contract Owners with Contracts in the Separate Account.
    

Item 28.   Indemnification

The Bylaws of the Company provide that:

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

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

Item 29.     Principal Underwriters

     a.  NALAC  Financial  Plans,  LLC  is the  principal  underwriter  for  the
Contracts. It also is the principal underwriter for:

              Allianz Life Variable Account A
              Preferred Life Variable Account C

     b. The following are the officers and directors of NALAC  Financial  Plans,
 LLC:

<TABLE>
<CAPTION>

Name & Principal        Positions and Offices
Business Address        with Underwriter
- ----------------------- -----------------------------
<S>                     <C>

       

James P. Kelso          Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Thomas B. Clifford      President and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael T. Westermeyer  Secretary and Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Edward J. Bonach        Director
1750 Hennepin Avenue
Minneapolis, MN 55403

Michael J. Yates        Treasurer
1750 Hennepin Avenue
Minneapolis, MN 55403

Catherine L. Mielke     Compliance Officer
1750 Hennepin Avenue
Minneapolis, MN 55403

</TABLE>

     c.  Not Applicable

Item 30.   Location of Accounts and Records

Thomas Clifford, whose address is 1750 Hennepin Avenue, Minneapolis,  Minnesota,
maintains  physical  possession  of the  accounts,  books  or  documents  of the
Variable  Account  required to be maintained by Section 31(a) of the  Investment
Company Act of 1940, as amended, and the rules promulgated thereunder.

Item 31.   Management Services

Not Applicable

Item 32.   Undertakings

     a. Registrant hereby undertakes to file a post-effective  amendment to this
registration  statement as frequently as is necessary to ensure that the audited
financial  statements in the registration  statement are never more than sixteen
(16) months old for so long as payment under the variable annuity  contracts may
be accepted.

     b.  Registrant  hereby  undertakes  to  include  either  (1) as part of any
application to purchase a contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant  hereby  undertakes  to deliver any  Statement of Additional
Information  and any financial  statements  required to be made available  under
this Form promptly upon written or oral request.

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

<PAGE>

                              SIGNATURES

   
As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, as amended,  the Registrant has caused this  Registration  Statement to be
signed on its behalf in the City of Minneapolis and State of Minnesota,  on this
27th day of January, 1999.
    

<TABLE>
<CAPTION>

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

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


                                  By:  /s/ MICHAEL T. WESTERMEYER
                                       ------------------------------



                         ALLIANZ LIFE INSURANCE COMPANY
                                       OF NORTH AMERICA


                                  By:  /s/ MICHAEL T. WESTERMEYER
                                       ------------------------------


</TABLE>

<TABLE>
<CAPTION>
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature and Title
<S>                      <C>                      <C>
Lowell C. Anderson*      Chairman of the Board,
Lowell C. Anderson       President and Chief      01/27/99
                         Executive Officer           Date

Herbert F. Hansmeyer*    Director                 01/27/99
Herbert F. Hansmeyer                                 Date

Michael P. Sullivan*     Director                 01/27/99
Michael P. Sullivan                                  Date

Dr. Jerry E. Robertson*  Director                 01/27/99
Dr. Jerry E. Robertson                               Date

Dr. Gerhard Rupprecht*   Director                 01/27/99
Dr. Gerhard Rupprecht                                Date

Edward J. Bonach*        Chief Financial Officer  01/27/99
Edward J. Bonach                                     Date

Rev. Dennis J. Dease*    Director                 01/27/99
Rev. Dennis J. Dease                                 Date

James R. Campbell*       Director                 01/27/99
James R. Campbell                                    Date

Robert M. Kimmitt*       Director                 01/27/99
Robert M. Kimmitt                                    Date



                                *By   Power  of  Attorney


                                 By:  /s/ MICHAEL T. WESTERMEYER
                                      -----------------------------
                                          Michael T. Westermeyer
                                            Attorney-in-Fact
</TABLE>

<PAGE>


                                    EXHIBITS

                                       TO

                      POST-EFFECTIVE AMENDMENT NO.    8    

                                       TO

                                    FORM N-4

                         ALLIANZ LIFE VARIABLE ACCOUNT B

               ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA




                                INDEX TO EXHIBITS



Exhibit                                                      Page

   
To be filed by amendment
    





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