ALLIANZ LIFE VARIABLE ACCOUNT B
497, 1999-06-28
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Profile of the Franklin Valuemark IV
Variable Annuity Contract
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- --------------------------------------------------------------------------------


May 1, 1999, as supplemented July 6, 1999

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




1. THE FRANKLIN VALUEMARK IV VARIABLE ANNUITY CONTRACT
- -------------------------------------------------------------------------------

The Franklin Valuemark IV variable annuity contract with a fixed account offered
by Allianz Life Insurance  Company of North America (Allianz Life) is a contract
between you, the owner, and Allianz Life, an insurance company.  In this profile
and the  prospectus,  "we",  "us" and "our" refers to Allianz Life. The Contract
provides a means for investing on a tax-deferred basis. The Contract is intended
for retirement  savings or other  long-term  investment  purposes.  The Contract
provides for a death benefit and guaranteed annuity income options.

The Contract has 25 variable  options -- each of which invests in a portfolio of
Franklin  Templeton  Variable  Insurance  Products Trust, and a fixed account of
Allianz  Life.  Prior to July 1,  1999  Franklin  Templeton  Variable  Insurance
Products Trust was known as Franklin Valuemark Funds. The portfolios are managed
by Franklin Advisers, Inc. and its Templeton and Franklin affiliates.  A list of
the  available  portfolios  is  contained  in Section 4.  Depending  upon market
conditions,  you can make or lose money in the Contract based on the portfolios'
investment  performance.  The  portfolios  are designed to offer a better return
than the fixed account, however, this is not guaranteed.

The fixed  account  offers an interest  rate that is guaranteed by Allianz Life.
Your initial interest rate is set on the date when your money is invested in the
fixed account and remains  effective for one year.  Initial  interest  rates are
declared  monthly.  If you select the fixed account,  your money will be held in
our general account with principal and interest backed by Allianz Life.

Currently,  you can put your money in 10 investment  choices (which includes any
of the 25 variable options and the Allianz Life fixed account). Allianz Life has
the right to limit the number of variable options which you may invest in at any
one time (now or in the future).

Like  all  deferred  annuity  contracts,  your  Contract  has  two  phases:  the
accumulation  phase and the payout phase.  During the accumulation  phase,  your
earnings  accumulate  on a  tax-deferred  basis and are based on the  investment
performance  of the  portfolio(s)  you select and/or the interest rate earned on
the money you have in the fixed  account.  During the  accumulation  phase,  the
earnings are taxed as income only when you make a  withdrawal.  The payout phase
occurs when you begin receiving regular payments from your Contract.  The amount
of the payments you may receive during the payout phase depends,  in part,  upon
the  amount of money you are able to  accumulate  in your  Contract  during  the
accumulation phase.


2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- -------------------------------------------------------------------------------

You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the annuitant):

(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 you or any person
you  designate  for the  remainder  of the  guaranteed  period  (5, 10, 15 or 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 to you or any person you
designate  for the remainder of the  guaranteed  period (5, 10, 15 or 20 years);
and

(5)  payments  during your life  ending with the last  payment due prior to your
death with a  guarantee  that at your death  Allianz  Life will make a refund to
your  beneficiary  if the value of the  payments  made is less  than the  amount
applied to the annuity option.

Once you begin  receiving  regular  annuity  payments,  you cannot  change  your
annuity option or surrender your contract.

During the payout phase, you may select from the variable  options  available or
the fixed account for your investment choices.  You may elect to receive annuity
payments as a variable payout, a fixed payout,  or a combination of both. If you
choose to have any part of your payments based on portfolio  performance  (i.e.,
variable payout),  the dollar amount of your annuity payments may go up or down,
depending on the investment performance of the portfolios you choose.


3. PURCHASE
- -------------------------------------------------------------------------------

You can purchase the Contract with $5,000 or more under most circumstances.  You
can add $250 or more any time during the  accumulation  phase.  Your  registered
representative  can help you complete the proper  forms.  You and the  annuitant
cannot be older than 85 years old at the time you  purchase the  Contract.  This
product is not appropriate for market timers.


4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

You may select the Allianz Life fixed account and/or the variable  options which
invest  in Class 1 shares  of the  portfolios  of  Franklin  Templeton  Variable
Insurance  Products Trust listed below.  Franklin  Templeton  Variable Insurance
Products Trust has two classes of shares.  You may only invest in Class 1 shares
with this Contract.

PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 2005 and 2010

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

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

The portfolios are fully described in the attached Franklin  Templeton  Variable
Insurance  Products  Trust  prospectus.  You can make or lose money based on the
portfolios' performance.


5. EXPENSES
- --------------------------------------------------------------------------------

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

o The annual  insurance  charges  total 1.49% of the average daily value of your
Contract  allocated to the variable options during the accumulation phase (1.40%
during the payout phase).

o Each year Allianz Life also  deducts a $30  contract  maintenance  charge from
your Contract. Allianz Life currently waives this charge if the cumulative value
of all your  Franklin  Valuemark IV Contracts  (registered  with the same social
security number) are at least $50,000 (except in New Jersey).

o There are also annual portfolio operating expenses,  which vary depending upon
the  portfolio(s)  you select.  These  expenses  range from .49% to 1.41% of the
average daily value of the portfolios' Class 1 shares.

o You can  transfer  between  investment  choices up to 12 times a year  without
charge.  After 12 transfers,  the charge is $25 or 2% of the amount transferred,
whichever is less. Market timing transfers may not be permitted.

o If you  make a  withdrawal  from  the  Contract,  Allianz  Life  may  assess a
contingent deferred sales charge (withdrawal  charge).  The amount of the charge
depends  upon the  length of time  since you made your  purchase  payment.  Each
purchase payment you add to your Contract has its own 7 year contingent deferred
sales charge period. The charge is:

                                Contingent deferred
                                   sales charge
         Years since             (as a percentage
      purchase payment         of purchase payments)
    -------------------------------------------------

             0-1                        6%
             1-2                        6%
             2-3                        6%
             3-4                        5%
             4-5                        4%
             5-6                        3%
             6-7                        2%
             7+                         0%

Each year after the first Contract year, you can make partial  withdrawals of up
to a total of 15% of the value of your Contract and Allianz Life will not deduct
the contingent deferred sales charge.

Under certain circumstances,  after the first year, Allianz Life will permit you
to access your money in the Contract  without  deducting a  contingent  deferred
sales charge:

1) if you become confined to a nursing home;

2) if you become terminally ill; or

3) if you become disabled.

Also, if you are unemployed for at least 90 consecutive days, you can take up to
50% of your money out of the Contract  without  incurring a contingent  deferred
sales charge.

These options vary from state to state and may not be available in all states.

o Allianz Life may assess a state  premium tax charge which ranges from 0%- 3.5%
(depending upon the state) when you die, start receiving  annuity  payments,  or
make a complete withdrawal.

We have provided the following chart to help you understand the expenses in your
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which has been converted to a percentage and is represented
as .10%  below),  the 1.49%  insurance  charges and the total  annual  portfolio
expenses 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 surrender  your  Contract:  (1) at
the end of year 1, and (2) at the end of year 10.  For year 1, the Total  Annual
Expenses are assessed as well as the contingent  deferred sales charge. For year
10, the Total Annual  Expenses are assessed  but no  contingent  deferred  sales
charge is deducted.

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



<PAGE>


<TABLE>
<CAPTION>
These are just examples.  They do not represent past or future  expenses or returns.  Actual  expenses may be higher or lower than
those shown.

                                                                                           EXAMPLES:
                                      Total Annual    Total Annual
                                        Insurance   Class 1 Portfolio  Total Annual        Expenses at end of:
Variable Option                          Charges        Expenses         Expenses         1 Year        10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>              <C>             <C>              <C>           <C>
Capital Growth                            1.59%            .77%            2.36%            $84           $270

Global Health Care Securities1            1.59%            .84%            2.43%            $85           $277

Global Utilities Securities               1.59%            .50%            2.09%            $81           $242

Growth and Income                         1.59%            .49%            2.08%            $81           $241

High Income                               1.59%            .53%            2.12%            $82           $245

Income Securities                         1.59%            .49%            2.08%            $81           $241

Money Market                              1.59%            .53%            2.12%            $82           $245

Mutual Discovery Securities               1.59%           1.00%            2.59%            $86           $293

Mutual Shares Securities                  1.59%            .77%            2.36%            $84           $270

Natural Resources Securities              1.59%            .64%            2.23%            $83           $256

Real Estate Securities                    1.59%            .54%            2.13%            $82           $246

Rising Dividends                          1.59%            .72%            2.31%            $83           $264

Small Cap                                 1.59%            .77%            2.36%            $84           $270

Templeton Developing Markets Equity       1.59%           1.41%            3.00%            $90           $332

Templeton Global Asset Allocation         1.59%            .84%            2.43%            $85           $277

Templeton Global Growth                   1.59%            .88%            2.47%            $85           $281

Templeton Global Income Securities        1.59%            .63%            2.22%            $83           $255

Templeton International Equity            1.59%            .88%            2.47%            $85           $281

Templeton International Smaller Companies 1.59%           1.10%            2.69%            $87           $302

Templeton Pacific Growth                  1.59%           1.10%            2.69%            $87           $302

U.S. Government Securities                1.59%            .50%            2.09%            $81           $242

Value Securities1                         1.59%            .83%            2.42%            $85           $276

Zero Coupon 2000                          1.59%            .66%            2.25%            $83           $258

Zero Coupon 2005                          1.59%            .66%            2.25%            $83           $258

Zero Coupon 2010                          1.59%            .66%            2.25%            $83           $258
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
1. Estimated for 1999
</FN>
</TABLE>

For more  detailed  information,  see the Fee  Table in the  prospectus  for the
Contract.



<PAGE>


6. TAXES
- --------------------------------------------------------------------------------

You do not have to pay taxes on any earnings  until you withdraw money from your
Contract.  In most cases, if you make a withdrawal,  earnings come out first and
are taxed as income.  If you are younger than 591/2 when you make a  withdrawal,
you may be charged a 10% federal tax penalty on the taxable  amounts  withdrawn.
Payments during the payout phase are considered 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.


7. ACCESS TO YOUR MONEY
- -------------------------------------------------------------------------------

You may make a withdrawal at any time during the accumulation phase. Any partial
withdrawal  must be for at least $500. You may request a withdrawal or elect the
Systematic  Withdrawal Program or Minimum Distribution Program which are briefly
described  in Section 10 of this  profile.  After the first  year,  you can make
multiple  withdrawals  up to a total of 15% of the value of your  Contract  each
year without charge from Allianz Life. Withdrawals in excess of that amount will
be subject to a contingent  deferred  sales  charge.  If you do not withdraw the
full  15% in any one  Contract  year,  you  may not  carry  over  the  remaining
percentage  amount  to  another  year.  Withdrawals  in  excess  of the 15% free
withdrawal  will be charged a contingent  deferred  sales charge which  declines
from 6% to 0%  depending  upon the  number  of  complete  years we have had your
payment.  After  Allianz Life has had a payment for 7 years,  there is no charge
for withdrawals  related to that payment.  Each purchase payment you add to your
Contract has its own 7 year contingent  deferred sales charge period. Of course,
you may also have to pay income tax and a tax  penalty on any money you take out
of the Contract.
<PAGE>

8. PERFORMANCE
- -------------------------------------------------------------------------------

The value of the Contract will vary up or down depending upon the performance of
the portfolio(s) you choose.
<TABLE>
<CAPTION>
The following chart shows total returns for the portfolios' Class 1 shares for the periods shown. Performance is not shown for the
Global Health Care  Securities Fund and the Value  Securities Fund because they were first offered for sale on May 1, 1998.  These
numbers reflect the insurance charges, the contract maintenance charge and the Class 1 portfolio operating expenses. These numbers
do not reflect any contingent deferred sales charges,  which if applied,  would reduce the performance.  Past performance is not a
guarantee of future results.

Calendar Year

Variable Option                    1998     1997      1996     1995      1994     1993      1992     1991      1990
- ---------------------------------------------------------------------------------------------------------------------------

<S>                              <C>      <C>       <C>      <C>       <C>       <C>       <C>     <C>        <C>
Capital Growth                   18.41%   16.46%        NA       NA        NA       NA        NA       NA        NA

Global Utilities Securities       9.44%   24.79%     5.47%   29.32%   -12.97%    8.80%     7.00%   22.66%     0.25%

Growth and Income                 6.63%   25.76%    12.39%   30.77%    -3.57%    8.58%     5.03%   21.69%    -3.89%

High Income                       -.67%    9.80%    12.10%   17.90%    -3.80%   13.94%    14.43%   28.12%   -10.12%

Income Securities                  .04%   15.26%     9.52%   20.49%    -7.75%   16.76%    11.45%   37.76%    -8.91%

Money Market                      3.56%    3.59%     3.50%    4.09%     2.20%    0.93%     1.43%    3.82%     5.93%

Mutual Discovery Securities      -6.50%   17.50%        NA       NA        NA       NA        NA       NA        NA

Mutual Shares Securities         -1.49%   15.89%        NA       NA        NA       NA        NA       NA        NA

Natural Resources Securities    -26.58%  -20.27%     2.35%    0.74%    -3.54%   53.23%   -11.56%    2.19%   -15.36%

Real Estate Securities          -18.15%   18.81%    30.74%   15.69%     1.27%   17.16%    10.33%   31.43%   -13.37%

Rising Dividends                  5.24%   30.96%    22.23%   27.73%    -5.59%   -4.98%        NA       NA        NA

Small Cap                        -2.54%   15.59%    27.05%       NA        NA       NA        NA       NA        NA

Templeton Developing
Markets Equity                  -22.87%  -10.17%    19.68%    1.16%        NA       NA        NA       NA        NA

Templeton Global Asset Allocation-1.62%    9.96%    17.95%       NA        NA       NA        NA       NA        NA

Templeton Global Growth           7.26%   11.72%    19.38%   10.96%        NA       NA        NA       NA        NA

Templeton Global Income Securities5.40%    0.86%     7.91%   12.88%    -6.49%   14.86%    -1.96%   10.53%     8.06%

Templeton International Equity    3.90%    9.94%    21.04%    8.86%    -0.72%   26.58%        NA       NA        NA

Templeton International
Smaller Companies               -13.67%   -3.06%        NA       NA        NA       NA        NA       NA        NA

Templeton Pacific Growth        -14.52%  -37.00%     9.35%    6.28%   -10.24%   45.59%        NA       NA        NA

U.S. Government Securities        5.75%    7.59%     1.97%   17.60%    -6.06%    7.99%     5.97%   14.07%     7.21%

Zero Coupon 2000                  5.81%    5.42%     0.80%   18.79%    -8.22%   14.34%     7.35%   18.35%     4.23%

Zero Coupon 2005                 10.77%    9.62%    -2.09%   29.71%   -11.01%   20.33%     9.07%   18.50%     1.02%

Zero Coupon 2010                 12.65%   14.75%    -4.24%   40.59%   -12.38%   23.48%     8.61%   18.16%    -1.02%
</TABLE>


<PAGE>


9. DEATH BENEFIT
- -------------------------------------------------------------------------------

If you die during the  accumulation  phase, the person you have selected as your
beneficiary  will  receive a death  benefit.  If you purchase the Contract on or
after July 6, 1999,  you may choose at the time of  application,  one of the two
death benefit  options listed below.  If you purchased your Contract before July
6, 1999,  Death Benefit Option 2 is not available.  Once you make the selection,
it cannot be changed.

Death Benefit Option 1
- ----------------------
The death benefit will be the greater of:

1) the  current  value of your  Contract,  less any taxes,  on the day all claim
proofs and payment  election forms are received by Allianz Life at the Valuemark
Service Center; or

2) (if applicable) the guaranteed  minimum death benefit,  less any taxes, as of
the day you die. During the first year, the guaranteed  minimum death benefit is
equal to the payments  you have made,  less any money you have taken out and any
charges  paid on the money you have taken  out.  After the first year and before
your 81st birthday (76th birthday for deaths occurring in Washington, or in most
other states before  11/1/98),  the  guaranteed  minimum death benefit as of the
date of death is the greater of:

    A)  payments  you have made,  less any money you have taken out and  charges
paid on the money you have taken out,  increased by 5% per year on each Contract
anniversary; or

    B) the highest of the Contract values for each six year Contract anniversary
determined by the Contract value on such six year  anniversary plus any payments
made, less any money taken out since that Contract anniversary, and charges paid
on the money you have taken out.

Different  rules will apply after your 81st birthday  (76th  birthday for deaths
occurring in Washington, or in most other states before 11/1/98).


Death Benefit Option 2
- -------------------------
The death benefit will be the greater of:

1) the  current  value of your  Contract,  less any taxes,  on the day all claim
proofs and payment  election forms are received by Allianz Life at the Valuemark
Service Center; or

2) (if applicable) the guaranteed minimum death benefit,  less any taxes, on the
day all claim proofs and payment  election forms are received by Allianz Life at
the Valuemark Service Center.

The guaranteed minimum death benefit is the greater of:

o payments you have made, less any money you have taken out and any charges paid
on the money you have taken out.

o the greatest  "anniversary value". The "anniversary value" is the value of the
Contract on a Contract  anniversary,  increased  by payments you have made since
that  anniversary  and decreased by any money you have taken out and any charges
paid on the money you have taken out since that  anniversary.  Allianz Life will
not take into consideration any Contract  anniversaries  which occur on or after
your 81st birthday or date of death in determining this benefit.

In certain  states,  the above death  benefit may not be  available.  Check your
Contract and Endorsement for your applicable death benefit.


10. OTHER INFORMATION
- --------------------------------------------------------------------------------

Free Look.  If you cancel the  Contract  within 10 days after  receiving  it (or
whatever period is required in your state), we will send your money back without
assessing a contingent  deferred  sales charge.  You will receive  whatever your
Contract is worth on the day we receive your  request.  This may be more or less
than your original payment. (Some states require that we return your payment.)

No Probate. In most cases, when you die, your beneficiary will receive the death
benefit without going through probate.

Purchasing  Considerations.  The Franklin Valuemark IV Variable Annuity Contract
is designed for people seeking  long-term tax deferred  accumulation  of assets,
generally for retirement or other long-term  purposes.  The tax deferred feature
is most attractive to people in high federal and state tax brackets.  You should
not buy this  Contract if you are looking for a short-term  investment or if you
cannot accept the risk of getting back less money than you put in.

Additional Features

The Contract offers additional  features which you might be interested in. These
include:

o  Automatic  Investment Plan - You can  automatically add to your Contract on a
   monthly  or  quarterly  basis  for as  little  as  $100.  You  can do this by
   electronically transferring money from your savings or checking account.

o  Dollar Cost  Averaging  Program - You can arrange to have a regular amount of
   money  automatically  transferred from selected variable options or the fixed
   account to other variable options each month. Theoretically this can give you
   a lower  average  cost per unit over time  than a single  one time  purchase.
   However, there are no guarantees that this will take place.

o  Flexible Rebalancing - Allianz Life will automatically readjust your Contract
   value among the variable  options to maintain your specified  allocation mix.
   This can be done quarterly, semi-annually or annually.

o  Systematic Withdrawal Program - You can elect to receive monthly or quarterly
   payments from Allianz Life while your Contract is in the accumulation  phase.
   Of course,  you may have to pay tax  penalties  and income taxes on the money
   you receive.


o  Minimum Distribution Program - You can arrange to have money sent to you each
   month or quarter to meet certain required  distribution  requirements imposed
   by the Internal Revenue Code generally after age 701/2.

These  features are not available in all states and may not be suitable for your
particular situation.


11. INQUIRIES
- --------------------------------------------------------------------------------

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

   Valuemark Service Center
   300 Berwyn Park
   P.O. Box 3031
   Berwyn, PA 19312-0031
   (800) 624-0197
<PAGE>
             THE FRANKLIN VALUEMARK(R) IV VARIABLE ANNUITY CONTRACT
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
- --------------------------------------------------------------------------------
This prospectus  describes the Franklin  Valuemark IV Variable  Annuity Contract
with a Fixed Account offered by Allianz Life Insurance  Company of North America
(Allianz Life).

The  annuity  has 25  Variable  Options,  each of  which  invests  in one of the
Portfolios of Franklin Templeton Variable Insurance Products Trust listed below,
and a Fixed Account of Allianz Life. You can select up to 10 investment  choices
(which includes any of the Variable  Options and the Fixed  Account).  The Fixed
Account may not be available in your state.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST:

PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME
Money Market Fund

PORTFOLIOS SEEKING INCOME
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 2005 and 2010

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

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

Please read this prospectus  before investing and keep it for future  reference.
It contains  important  information  about the  Franklin  Valuemark  IV Variable
Annuity Contract with a Fixed Account.

To learn more about the  annuity  offered by this  prospectus,  you can obtain 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 21 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 us at (800) 342-3863 or write us at:
1750 Hennepin Avenue, Minneapolis, Minnesota 55403-2195.

The Franklin Valuemark IV Variable Annuity Contracts:

o are not bank deposits

o are not federally insured

o are not endorsed by any bank or government agency

o are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  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  Valuemark  IV refer to
Valuemark IV.

Dated: May 1, 1999, as supplemented July 6, 1999
<PAGE>
TABLE OF CONTENTS

Index of Terms                                      3

Fee Table                                           4

1. The Franklin Valuemark IV
Variable Annuity Contract                           8
    Contract Owner                                  8
    Joint Owner                                     8
    Annuitant                                       8
    Beneficiary                                     8
    Assignment                                      8

2. Annuity Payments (The Payout Phase)              9
    Annuity Options                                 9

3. Purchase                                        10
    Purchase Payments                              10
    Automatic Investment Plan                      10
    Allocation of Purchase Payments                10
    Free Look                                      10
    Accumulation Units                             10

4. Investment Options                              11
    Transfers                                      12
    Dollar Cost Averaging Program                  12
    Flexible Rebalancing                           13
    Voting Privileges                              13
    Substitution                                   13

5. Expenses                                        13
    Insurance Charges                              13
     Mortality and Expense Risk Charge             13
     Administrative Charge                         13
    Contract Maintenance Charge                    14
    Contingent Deferred Sales Charge               14
     Waiver of Contingent Deferred
  Sales Charge Benefits                            14

 Reduction or Elimination of the
 Contingent Deferred Sales Charge                  15
    Transfer Fee                                   15
    Premium Taxes                                  15
    Income Taxes                                   15
    Portfolio Expenses                             15

6. Taxes                                           15
    Annuity Contracts in General                   15
    Qualified and Non-Qualified Contracts          16
    Multiple Contracts                             16
    Withdrawals - Non-Qualified Contracts          16
    Withdrawals - Qualified Contracts              16
    Withdrawals - Tax-Sheltered Annuities          16
    Diversification                                16

7. Access to Your Money                            17
    Systematic Withdrawal Program                  17
    Minimum Distribution Program                   17
    Suspension of Payments or Transfers            17

8. Performance                                     18

9. Death Benefit                                   18
    Upon Your Death                                18
    Death of Annuitant                             20

10. Other Information                              20
    Allianz Life                                   20
    Year 2000                                      20
    The Separate Account                           20
    Distribution                                   20
    Administration                                 21
    Financial Statements                           21

Table of Contents of the
Statement of Additional Information                21

Appendix                                           22

<PAGE>
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.

                                                     Page

Accumulation Phase                                     8

Accumulation Unit                                     10

Annuitant                                              8

Annuity Options                                        9

Annuity Payments                                       9

Annuity Unit                                          11

Beneficiary                                            8

Contract                                               8

Contract Owner                                         8

Fixed Account                                          8
                                                     Page

Income Date                                            9

Joint Owner                                            8

Non-Qualified .                                       16

Payout Phase                                           8

Portfolios                                            11

Purchase Payment                                      10

Qualified                                             16

Tax Deferral                                           8

Variable Option                                        8



<PAGE>


FEE TABLE

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Variable Options under the Contract. It reflects
expenses of the Separate Account as well as the Portfolios.

Contract Owner Transaction Fees

Contingent Deferred Sales Charge*
(as a percentage of Purchase Payments)

                                  Years Since
                               Purchase Payment   Charge
- -----------------------------------------------------------------
                                      0-1           6%
                                      1-2           6%
                                      2-3           6%
                                      3-4           5%
                                      4-5           4%
                                      5-6           3%
                                      6-7           2%
                                      7 +           0%

Transfer Fee

First 12 transfers in a Contract year are free. Thereafter, the fee
is $25  (or 2% of the  amount  transferred,  if  less).  Dollar  Cost  Averaging
transfers and Flexible Rebalancing transfers arenot counted.

Contract Maintenance Charge**                       $30 per Contract per year


Separate Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Charge***                1.34%

Administrative Charge                                .15%
                                                  --------

Total Separate Account Annual Expenses              1.49%

*Each  year  after  the  first  Contract  year,  you may make  multiple  partial
withdrawals  of up to a  total  of 15% of the  value  of  your  Contract  and no
contingent  deferred  sales charge will be assessed.  See Section 7 - "Access to
Your Money" for additional options.  **During the Accumulation Phase, the charge
is waived if the value of your  Contract  is at least  $50,000.  If you own more
than one  Franklin  Valuemark  IV  Contract  (registered  with  the same  social
security  number),  we will determine the total value of all your Contracts.  If
the total value of all your Contracts is at least $50,000,  the charge is waived
(except in New Jersey).  Currently,  the charge is also waived during the Payout
Phase if the  value of your  Contract  at the  Income  Date is at least  $50,000
(except in New Jersey). ***The Mortality and Expense Risk Charge is 1.25% during
the Payout Phase.


<PAGE>


<TABLE>
<CAPTION>
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ANNUAL EXPENSES: CLASS 1 SHARES

(as a percentage of Franklin Templeton Variable Insurance Products Trust average net assets)

The Management and Portfolio  Administration  Fees and Total Annual  Expenses for each Portfolio are based on a percentage of that
Portfolio's  average net assets for the most recent fiscal year.  See the  prospectus for Franklin  Templeton  Variable  Insurance
Products Trust for more information.

                                                           Management
                                                         and Portfolio                                  Total Annual
                                                     Administration Fees1       Other Expenses            Expenses
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                           <C>                    <C>                     <C>
Capital Growth Fund                                           .75%                   .02%                    .77%

Global Health Care Securities Fund2                           .75%                   .09%                    .84%

Global Utilities Securities Fund                              .47%                   .03%                    .50%

Growth and Income Fund                                        .47%                   .02%                    .49%

High Income Fund                                              .50%                   .03%                    .53%

Income Securities Fund                                        .47%                   .02%                    .49%

Money Market Fund                                             .51%                   .02%                    .53%

Mutual Discovery Securities Fund                              .95%                   .05%                   1.00%

Mutual Shares Securities Fund                                 .74%                   .03%                    .77%

Natural Resources Securities Fund                             .62%                   .02%                    .64%

Real Estate Securities Fund                                   .52%                   .02%                    .54%

Rising Dividends Fund                                         .70%                   .02%                    .72%

Small Cap Fund                                                .75%                   .02%                    .77%

Templeton Developing Markets Equity Fund                     1.25%                   .16%                   1.41%

Templeton Global Asset Allocation Fund                        .80%                   .04%                    .84%

Templeton Global Growth Fund                                  .83%                   .05%                    .88%

Templeton Global Income Securities Fund                       .57%                   .06%                    .63%

Templeton International Equity Fund                           .80%                   .08%                    .88%

Templeton International Smaller Companies Fund               1.00%                   .10%                   1.10%

Templeton Pacific Growth Fund                                 .99%                   .11%                   1.10%

U.S. Government Securities Fund                               .48%                   .02%                    .50%

Value Securities Fund2                                        .75%                   .08%                    .83%

Zero Coupon Fund - 2000                                       .63%                   .03%                    .66%

Zero Coupon Fund - 2005                                       .63%                   .03%                    .66%

Zero Coupon Fund - 2010                                       .62%                   .04%                    .66%
- ---------------------------------------------------------------------------------------------------------------------------

<FN>
1. The  Portfolio  Administration  Fee is a direct  expense  for the Global  Health Care  Securities  Fund,  the Mutual  Discovery
Securities  Fund, the Mutual Shares  Securities  Fund, the Templeton  Global Asset  Allocation  Fund, the Templeton  International
Smaller Companies Fund, and the Value Securities Fund. Other Portfolios pay for similar services indirectly through the Management
Fee. See the Franklin Templeton Variable Insurance Products Trust prospectus for further information  regarding these fees.

2. The Global Health Care Securities Fund and the Value Securities Fund commenced operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1999.
</FN>
</TABLE>


<PAGE>


EXAMPLES
<TABLE>
<CAPTION>
o The examples below should not be considered a representation of past or future expenses.  Actual expenses may be greater or less
than those shown.

o The $30 contract  maintenance  charge is included in the examples as a prorated charge of $1. Since the average Contract size is
greater than $1,000, the contract maintenance charge is reduced accordingly.

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

o For additional information, see Section 5 - "Expenses" and the Franklin Templeton Variable Insurance Products Trust prospectus.

You would pay the following  expenses on a $1,000  investment,  assuming a 5% annual  return on your money if you  surrender  your
Contract at the end of each time period:

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>             <C>               <C>              <C>
Capital Growth Fund                                       $84             $125              $160             $270

Global Health Care Securities Fund*                       $85             $127              $164             $277

Global Utilities Securities Fund                          $81             $116              $146             $242

Growth and Income Fund                                    $81             $116              $146             $241

High Income Fund                                          $82             $117              $148             $245

Income Securities Fund                                    $81             $116              $146             $241

Money Market Fund                                         $82             $117              $148             $245

Mutual Discovery Securities Fund                          $86             $132              $172             $293

Mutual Shares Securities Fund                             $84             $125              $160             $270

Natural Resources Securities Fund                         $83             $121              $153             $256

Real Estate Securities Fund                               $82             $118              $148             $246

Rising Dividends Fund                                     $83             $123              $157             $264

Small Cap Fund                                            $84             $125              $160             $270

Templeton Developing Markets Equity Fund                  $90             $144              $192             $332

Templeton Global Asset Allocation Fund                    $85             $127              $164             $277

Templeton Global Growth Fund                              $85             $128              $166             $281

Templeton Global Income Securities Fund                   $83             $120              $153             $255

Templeton International Equity Fund                       $85             $128              $166             $281

Templeton International Smaller Companies Fund            $87             $135              $177             $302

Templeton Pacific Growth Fund                             $87             $135              $177             $302

U.S. Government Securities Fund                           $81             $116              $146             $242

Value Securities Fund*                                    $85             $126              $163             $276

Zero Coupon Fund - 2000                                   $83             $121              $154             $258

Zero Coupon Fund - 2005                                   $83             $121              $154             $258

Zero Coupon Fund - 2010                                   $83             $121              $154             $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimate
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
You would pay the  following  expenses on a $1,000  investment,  assuming a 5% annual return on your money if your Contract is not
surrendered or if you apply your Contract value to an Annuity Option:

                                                        1 Year           3 Years           5 Years         10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>              <C>              <C>              <C>
Capital Growth Fund                                       $24              $74              $126             $270

Global Health Care Securities Fund*                       $25              $76              $130             $277

Global Utilities Securities Fund                          $21              $65              $112             $242

Growth and Income Fund                                    $21              $65              $112             $241

High Income Fund                                          $22              $66              $114             $245

Income Securities Fund                                    $21              $65              $112             $241

Money Market Fund                                         $22              $66              $114             $245

Mutual Discovery Securities Fund                          $26              $81              $138             $293

Mutual Shares Securities Fund                             $24              $74              $126             $270

Natural Resources Securities Fund                         $23              $70              $119             $256

Real Estate Securities Fund                               $22              $67              $114             $246

Rising Dividends Fund                                     $23              $72              $123             $264

Small Cap Fund                                            $24              $74              $126             $270

Templeton Developing Markets Equity Fund                  $30              $93              $158             $332

Templeton Global Asset Allocation Fund                    $25              $76              $130             $277

Templeton Global Growth Fund                              $25              $77              $132             $281

Templeton Global Income Securities Fund                   $23              $69              $119             $255

Templeton International Equity Fund                       $25              $77              $132             $281

Templeton International Smaller Companies Fund            $27              $84              $143             $302

Templeton Pacific Growth Fund                             $27              $84              $143             $302

U.S. Government Securities Fund                           $21              $65              $112             $242

Value Securities Fund*                                    $25              $75              $129             $276

Zero Coupon Fund - 2000                                   $23              $70              $120             $258

Zero Coupon Fund - 2005                                   $23              $70              $120             $258

Zero Coupon Fund - 2010                                   $23              $70              $120             $258
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated
</FN>
</TABLE>

See the Appendix for Accumulation Unit Values - Condensed Financial Information.



<PAGE>


1. THE FRANKLIN VALUEMARK IVVARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

This  prospectus  describes a variable  deferred  annuity  contract with a Fixed
Account 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 at least  two years in the
future. Until you decide to begin receiving Annuity Payments, your annuity is in
the Accumulation Phase. Once you begin receiving Annuity Payments, your Contract
switches to the Payout Phase.

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.

You have 26 investment  choices - the 25 Variable  Options each of which invests
in one of the Portfolios of Franklin Templeton Variable Insurance Products Trust
and the Fixed Account of Allianz Life. The Contract is called a variable annuity
because you can choose  among 25 Variable  Options  and,  depending  upon market
conditions,  you can make or lose money in the Contract  based on the investment
performance of the Portfolios of Franklin  Templeton Variable Insurance Products
Trust.  The  Portfolios  are  designed  to offer a better  return than the Fixed
Account.  However,  this is not guaranteed.  If you select the variable  annuity
portion of the Contract,  the amount of money you are able to accumulate in your
Contract during the Accumulation Phase depends in large part upon the investment
performance of the Portfolio(s)  you select.  The amount of the Annuity Payments
you receive  during the Payout  Phase from the variable  annuity  portion of the
Contract  also  depends in large  part upon the  investment  performance  of the
Portfolios you select for the Payout Phase.

The Contract also contains a Fixed Account. The Fixed Account offers an interest
rate that is  guaranteed by Allianz Life for all deposits made within the twelve
month period.  Your initial  interest rate is set on the date when your money is
invested  in the Fixed  Account  and  remains  effective  for one year.  Initial
interest rates are declared  monthly.  Allianz Life guarantees that the interest
credited to the Fixed  Account will not be less than 3% per year.  If you select
the Fixed  Account,  your money will be placed with the other general  assets of
Allianz  Life.  Allianz  Life may change  the terms of the Fixed  Account in the
future - please contact Allianz Life for the most current terms.

If you select the Fixed Account,  the amount of money you are able to accumulate
in your Contract during the  Accumulation  Phase depends upon the total interest
credited to your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law.

Contract Owner

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,  unless changed.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

Joint Owner

The Contract can be owned by Joint Owners. Any Joint Owner must be the spouse of
the other Contract Owner (except in Pennsylvania,  Oregon and New Jersey).  Upon
the  death  of  either  Joint  Owner,  the  surviving  Joint  Owner  will be the
designated  Beneficiary.  Any  other  Beneficiary  designation  at the  time the
Contract  was  issued or as may have been  later  changed  will be  treated as a
contingent Beneficiary unless otherwise indicated.

Annuitant

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an  Annuitant.  You may change the  Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

Beneficiary

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  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. Allianz Life will not be bound by the assignment until it receives the
written  notice of the  assignment.  Allianz  Life  will not be  liable  for any
payment  or other  action  we take in  accordance  with the  Contract  before we
receive notice of the  assignment.  Any assignment  made after the death benefit
has become  payable can only be done with our consent.  An  assignment  may be a
taxable event.

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


2. ANNUITY PAYMENTS (THE PAYOUT PHASE)
- --------------------------------------------------------------------------------

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at least 2 years after you buy the Contract. You can also choose among income
plans. We call those Annuity Options.

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments  must begin by the  Annuitant's  85th  birthday or 10 years (5 years in
Pennsylvania)  from the date the Contract was issued,  whichever is later.  This
limitation  may not apply when the Contract is issued to a charitable  remainder
trust.  You (or someone you designate)  will receive the Annuity  Payments.  You
will receive tax reporting on those payments.

If you do not choose an Annuity  Option prior to the Income Date, we will assume
that  you  selected  Option  2 which  provides  a life  annuity  with 5 years of
guaranteed payments.

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  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 do
not tell us otherwise,  your Annuity  Payments  will be based on the  investment
allocations that were in place on the Income Date.

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment  performance  of the Variable  Option(s),  the dollar  amount of your
payments will depend upon three things:

1) the value of your Contract in the Variable Option(s) on the Income Date,

2) the 5% assumed  investment  rate used in the annuity  table for the Contract,
and

3) the performance of the Variable Option(s) you selected.

If the actual  performance  exceeds the 5% assumed investment rate, your Annuity
Payments  will  increase.  Similarly,  if the actual  rate is less than 5%, your
Annuity Payments will decrease.

Annuity Options

You can choose one of the following  Annuity Options or any other Annuity Option
you want and that Allianz Life agrees to provide.  After Annuity Payments begin,
you cannot change the Annuity Option.

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

OPTION 2. Life Annuity with 5, 10, 15 or 20 Year Payments Guaranteed. Under this
option, we will make monthly 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 you or any person you choose for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments after the Annuitant's death, you can ask us for a single lump sum.

OPTION 3.  Joint and Last  Survivor  Annuity.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments  so  long as the  joint  Annuitant
continues to live. The amount of the Annuity Payments we will make to you can be
equal to 100%, 75% or 50% of the amount that was being paid when both Annuitants
were  alive.  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 monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount that was being paid when both were 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 you or any person you choose for the
rest of the guaranteed  period.  If you do not want to receive Annuity  Payments
after the Annuitant's death, you can ask us for a single lump sum.

OPTION 5. Refund Life Annuity.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments made is less
than the value applied to the Annuity Option,  then you will receive a refund as
set forth in the Contract.


3. PURCHASE
- ------------------------------------------------------------------------------

Purchase Payments

A Purchase Payment is the money you invest in the Contract.  The minimum payment
Allianz   Life  will  accept  is  $5,000  when  the  Contract  is  bought  as  a
Non-Qualified Contract. If you enroll in the Automatic Investment Plan (which is
described  below),  your Purchase  Payment can be $2,000.  If you are buying the
Contract  as part of an IRA  (Individual  Retirement  Annuity),  401(k) or other
Qualified plan, the minimum amount we will accept is $2,000.  The maximum amount
we will accept without our prior approval is $1 million. You can make additional
Purchase  Payments of $250 (or as low as $100 if you have selected the Automatic
Investment  Plan) or more to either type of  Contract.  Allianz Life may, at its
sole discretion, waive the minimum payment requirements. We reserve the right to
decline any Purchase  Payments.  At the time you buy the  Contract,  you and the
Annuitant  cannot be older than 85 years old.  This  product is not designed for
professional  market  timing  organizations,  other  entities,  or persons using
programmed, large or frequent transfers.

Automatic Investment Plan

The  Automatic  Investment  Plan  (AIP) is a program  which  allows  you to make
additional Purchase Payments to your Contract on a monthly or quarterly basis by
electronic  transfer of monies from your  savings or checking  account.  You may
participate in this program by completing the appropriate  form. We must receive
your form by the first of the month in order for AIP to begin  that same  month.
Investments  will take place on the 20th of the month, or the next business day.
The minimum  investment that can be made by AIP is $100. You may stop AIP at any
time you want. We need to be notified by the first of the month in order to stop
or change AIP that month.  If AIP is used for a Qualified  Contract,  you should
consult your tax adviser for advice regarding maximum contributions.

Allocation of Purchase Payments

When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Account and/or one or more of the Variable  Options you have selected.  We
ask that you allocate your money in either whole  percentages  or round dollars.
The Fixed Account may not be available in your state (check with your registered
representative).  Transfers  do  not  change  the  allocation  instructions  for
payments.  You can instruct us how to allocate  additional Purchase Payments you
make.  If you do not instruct us, we will  allocate them in the same way as your
previous  instructions  to us. You may change the allocation of future  payments
without  fee,   penalty  or  other  charge  upon  written  notice  or  telephone
instructions  to the Valuemark  Service  Center.  A change will be effective for
payments  received on or after we receive your notice or  instructions.  Allianz
Life  reserves  the right to limit the number of Variable  Options  that you may
invest in at one time. Currently, you may invest in 10 investment choices at any
one time  (which  includes  any of the 25  Variable  Options  which  invest in a
Portfolio of Franklin  Templeton  Variable  Insurance  Products  Trust listed in
Section 4 and the Allianz Life Fixed Account). We may change this in the future.
However, we will always allow you to invest in at least five Variable Options.

Once we receive your  Purchase  Payment and the necessary  information,  we will
issue your Contract and allocate your first  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.  If you make  additional  Purchase  Payments,  we will credit these
amounts to your  Contract  within one business day. 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).  When you cancel
the Contract within this time period,  Allianz Life will not assess a contingent
deferred sales charge.  You will receive back whatever your Contract is worth 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
whatever period is required in your state).  If that is the case, we reserve the
right to allocate your initial  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 Options and/or the
Fixed Account as you have selected.

Accumulation 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,  we use a
measurement  called  an  Accumulation  Unit  (which  is like a share of a mutual
fund). During the Payout Phase of the Contract we call it an Annuity Unit.

Every  business  day we  determine  the value of an  Accumulation  Unit for each
Variable  Option by  multiplying  the  Accumulation  Unit value for the previous
period by a factor for the current period. The factor is determined by:

1.  dividing  the value of a Portfolio  at the end of the current  period by the
value of a Portfolio for the previous period; and

2. multiplying it by one minus the daily amount of the insurance charges and any
charges for taxes.

The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your Purchase  Payment  allocated to a Variable Option.
The number of  Accumulation  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 Accumulation Unit.

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

Example:

On Wednesday we receive an additional  Purchase  Payment of $3,000 from you. You
have told us you want this to go to the  Growth and  Income  Fund.  When the New
York Stock Exchange closes on that Wednesday,  we determine that the value of an
Accumulation  Unit based on an  investment  in the  Growth  and  Income  Fund is
$12.50.  We then divide  $3,000 by $12.50 and credit your  Contract on Wednesday
night with 240 Accumulation Units.


4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The  Contract  offers  Variable  Options,  which  invest in Class 1 shares of 25
Portfolios of Franklin  Templeton  Variable  Insurance  Products Trust. Prior to
July 1, 1999 Franklin  Templeton  Variable Insurance Products Trust was known as
Franklin  Valuemark  Funds.  The Contract also offers a Fixed Account of Allianz
Life. Additional Portfolios may be available in the future.

You  should  read the  Franklin  Templeton  Variable  Insurance  Products  Trust
prospectus (which is attached to this prospectus) carefully before investing.

Franklin  Templeton Variable Insurance Products Trust (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,  LLC (FAS),  Franklin
Mutual Advisers,  LLC (FMA),  Templeton Asset  Management Ltd. (TAM),  Templeton
Global Advisors Limited (TGA),  and Templeton  Investment  Counsel,  Inc. (TIC).
Certain  managers have retained one or more affiliated  subadvisers to help them
manage the Portfolios.

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

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

PORTFOLIO SEEKING CAPITAL PRESERVATION AND INCOME
Money Market Fund                                  FA

PORTFOLIOS SEEKING INCOME
High Income Fund                                   FA
Templeton Global Income Securities Fund            FA
U.S. Government Securities Fund                    FA
Zero Coupon Funds - 2000, 2005, 2010               FA

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

PORTFOLIOS SEEKING CAPITAL GROWTH
Capital Growth Fund                                FA
Global Health Care Securities Fund                 FA
Mutual Discovery Securities Fund                   FMA
Natural Resources Securities Fund                  FA
Small Cap Fund                                     FA
Templeton Developing Markets Equity Fund           TAM
Templeton Global Growth Fund                       TGA
Templeton International Equity Fund                FA
Templeton International Smaller Companies Fund     TIC
Templeton Pacific Growth Fund                      FA

Franklin  Templeton  Variable  Insurance Products Trust 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  Templeton Variable Insurance Products Trust believes that offering its
shares in this manner will not be disadvantageous to you.

Transfers

You can transfer  money among the 25 Variable  Options and/or the Fixed Account.
Allianz Life currently  allows you to make as many transfers as you want to each
year. Allianz Life may change this practice in the future. However, 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 reserve the right to reject any specific  Purchase  Payment
allocation or transfer  request from any person,  if in the Portfolio  manager's
judgment,  a Portfolio would be unable to invest  effectively in accordance with
its  investment  objectives  and policies,  or would  otherwise  potentially  be
adversely affected.

Your Contract  provides that you can make 3 transfers every year without charge.
However,  currently  Allianz Life  permits you to make 12  transfers  every year
without charge. We measure a year from the anniversary of the day we issued your
Contract.  You can make a transfer  to or from the Fixed  Account and to or from
any Variable  Option.  If you make more than 12 transfers in a year,  there is a
transfer fee deducted. The fee is $25 per transfer or, if less, 2% of the amount
transferred. The following applies to any transfer:

1. The minimum  amount  which you can transfer is $1,000 ($500 in New Jersey) or
your  entire  value in the  Variable  Option  or Fixed  Account,  if less.  This
requirement  is waived if the  transfer  is in  connection  with the Dollar Cost
Averaging Program or Flexible Rebalancing (which are described below).

2. We may not allow you to make transfers during the free look period.

3. Your request for a transfer  must clearly state which  Variable  Option(s) or
the Fixed Account is involved in the transfer.

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

5. You cannot make any  transfers  within 7 calendar days prior to the date your
first Annuity Payment is due.

6. During the Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7. During the Payout  Phase,  you can make at least one transfer from a variable
Annuity Option to a fixed Annuity Option.

Allianz Life has reserved the right to modify the transfer provisions subject to
the guarantees described above and subject to applicable state law.

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,  unless  you  instruct  Allianz  Life  otherwise,  we will  accept
instructions from either one of you. Allianz Life 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. Allianz Life tape records all telephone instructions.

Dollar Cost Averaging Program

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Variable  Option or the Fixed
Account to up to eight of the other Variable Options. The Variable Option(s) you
transfer from may not be the Variable Option(s) you transfer to in this program.
By allocating  amounts on a regularly  scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact of market  fluctuations.  You may only participate in this program during
the Accumulation Phase.

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed  Option.  It is  available  for new  Contracts  and  additional
Purchase  Payments to new and  existing  Contracts.  You will  receive a special
fixed rate  guaranteed for one year by Allianz Life.  Dollar cost averaging will
take  place  over  twelve  months  from the DCA fixed  account  into the  target
Portfolio of your choice.  The required minimum investment is $6,000. The Dollar
Cost Averaging Fixed Option may not be available in your state.

The second option is the Standard  Dollar Cost Averaging  Option.  It requires a
$3,000  minimum  investment  and  participation  for at least six months (or two
quarters).

All Dollar Cost  Averaging  transfers  will be made on the 10th day of the month
unless that day is not a business  day. If it is not,  then the transfer will be
made the next business day. You may elect either program by properly  completing
the Dollar Cost Averaging form provided by Allianz Life.

Your participation in the program will end when any of the following occurs:

(1) the number of desired transfers have been made;

(2) you do not have enough money in the Variable  Option(s) or the Fixed Account
to make the  transfer  (if less money is  available,  that amount will be dollar
cost averaged and the program will end);

(3) you request to terminate the program (your request must be received by us by
the first of the month to terminate that month); or

(4) the Contract is terminated.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
You may not  participate  in the Dollar  Cost  Averaging  Program  and  Flexible
Rebalancing at the same time.

Flexible Rebalancing

Once your money has been invested,  the performance of the Variable  Options may
cause your chosen allocation to shift.  Flexible Rebalancing is designed to help
you maintain your specified allocation mix among the different Variable Options.
You can direct us to readjust your Contract value on a quarterly, semi-annual or
annual basis to return to your original  Variable Option  allocations.  Flexible
Rebalancing  transfers will be made on the 20th day of the month unless that day
is not a  business  day.  If it is not,  then the  transfer  will be made on the
previous day. If you  participate  in Flexible  Rebalancing,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
The Fixed Account is not permitted to be part of Flexible Rebalancing.

Voting Privileges

Allianz  Life is 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,  Allianz Life will obtain from you and other
affected  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 Allianz Life owns
on its own behalf.  Should Allianz Life determine that it is 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 would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.  We may also limit further  investment in a Variable  Option if we deem
the investment inappropriate.


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, Allianz Life makes a deduction for its insurance charges. Allianz Life
does this as part of its calculation of the value of the Accumulation  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 1.34% of the average daily value of the Contract
invested in a Variable  Option,  after the  deduction  of  expenses.  During the
Payout Phase,  the 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,  our  contractual  obligation  to make Annuity
Payments, the death benefits,  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).  The amount of
the  mortality  and expense risk charge is less during the Payout Phase  because
Allianz Life does not pay a death benefit if you die during the Payout Phase.

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,  together  with the contract  maintenance
charge (which is explained below),  is for all the expenses  associated with the
administration of the Contract.  Some of these expenses include:  preparation of
the Contract, confirmations, annual statements, maintenance of Contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.

Contract Maintenance Charge

Every year,  at each  Contract  anniversary,  Allianz Life deducts $30 from your
Contract as a contract  maintenance  charge. The fee is assessed on the last day
of each Contract year. (In South  Carolina,  if your Contract is in force on the
20th Contract anniversary, we will waive the contract maintenance charge that is
to be  deducted  after  the  20th  Contract  anniversary.)  This  charge  is for
administrative expenses (see above). This charge can not be increased.

However,  during the  Accumulation  Phase,  if the value of your  Contract is at
least $50,000 when the deduction for the charge is to be made, Allianz Life will
not deduct this charge. If you own more than one Franklin Valuemark IV Contract,
Allianz Life will  determine the total value of all your  Franklin  Valuemark IV
Contracts.  If the total value of all Franklin Valuemark IV Contracts registered
under the same social security number is at least $50,000, Allianz Life will not
assess the contract  maintenance charge (except in New Jersey).  Currently,  the
charge is also waived  during the Payout Phase if the value of your  Contract at
the Income Date is at least $50,000  (except in New Jersey).  If the Contract is
owned by a non-natural  person (e.g., a corporation),  Allianz Life will look to
the Annuitant to determine if it will assess the charge.

If you make a complete withdrawal from your Contract,  the contract  maintenance
charge  will  also  be  deducted.  During  the  Payout  Phase,  if the  contract
maintenance charge is deducted, the charge will be collected monthly out of each
Annuity Payment.

Contingent Deferred Sales Charge

Withdrawals  may be subject to a contingent  deferred  sales charge.  During the
Accumulation  Phase, you can make  withdrawals from your Contract.  Allianz Life
keeps  track of each  Purchase  Payment you make.  The amount of the  contingent
deferred  sales  charge  depends  upon the  length  of time  since you made your
Purchase Payment. The charge is:

                                Contingent deferred
                                   sales charge
         Years since             (as a percentage
      Purchase Payment         of Purchase Payments)
    -------------------------------------------------
             0-1                        6%
             1-2                        6%
             2-3                        6%
             3-4                        5%
             4-5                        4%
             5-6                        3%
             6-7                        2%
             7+                         0%

However,  after Allianz Life has had a Purchase Payment for 7 full years,  there
is no charge  when you  withdraw  that  Purchase  Payment.  For  purposes of the
contingent deferred sales charge, Allianz Life treats withdrawals as coming from
the oldest Purchase Payments first.  Allianz Life does not assess the contingent
deferred  sales charge on any payments paid out as Annuity  Payments or as death
benefits.

In the state of Washington,  the contingent deferred sales charge will be waived
beginning with the later of the first Contract  anniversary after your attaining
age 70 or the 10th Contract anniversary.

NOTE:  For tax purposes,  withdrawals  are considered to have come from the last
money you put into the Contract. Thus, for tax purposes, earnings are considered
to come out first.

Free  Withdrawal  Amount  (referred to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
withdrawals  up to 15% of the value of your Contract and no contingent  deferred
sales  charge will be deducted  from the 15% you take out.  (This  amount may be
increased when the Contract is issued to a charitable  remainder  trust.) If you
make a  withdrawal  of more  than the free  amount,  it will be  subject  to the
contingent deferred sales charge. If you do not withdraw the full 15% in any one
Contract year, you may not carry over the remaining percentage amount to another
year.

You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program.  These  programs  allow you to make  withdrawals
without the  deduction of the  contingent  deferred  sales charge under  certain
circumstances.  See Section 7 - "Access to Your Money" for a description  of the
Systematic Withdrawal Program and the Minimum Distribution Program.

Waiver of Contingent Deferred Sales Charge Benefits
Under certain circumstances,  after the first year, Allianz Life will permit you
to take your money out of the Contract without  deducting a contingent  deferred
sales charge:

1) if you become confined to a nursing home;

2) if you become  terminally  ill,  which is defined  as life  expectancy  of 12
months or less (a full withdrawal of the Contract will be required); or

3) if you become totally disabled for at least 90 consecutive days.

The  waiver  will not apply if any of the above  conditions  existed on the date
your Contract was issued.

Also, after the first year, if you become unemployed for at least 90 consecutive
days, you can take up to 50% of your money out of the Contract without incurring
a contingent  deferred sales charge.  This benefit is available only once during
the life of the  Contract.  You may not use both this  benefit  and the 15% free
withdrawal amount in the same Contract year.

These  benefits  vary from state to state or may not be available in your state.
(Check with your registered representative.)

Reduction or Elimination of the Contingent Deferred Sales Charge
Allianz  Life will reduce or  eliminate  the amount of the  contingent  deferred
sales  charge when the  Contract is sold under  circumstances  which  reduce its
sales expenses. Some examples are: if there is a large group of individuals that
will be  purchasing  the  Contract  or a  prospective  purchaser  already  had a
relationship  with  Allianz  Life.  Allianz  Life may not  deduct  a  contingent
deferred  sales  charge  under a  Contract  issued to an  officer,  director  or
employee of Allianz Life or any of its affiliates. Also, Allianz Life may reduce
or not deduct a contingent  deferred  sales charge when a Contract is sold by an
agent of  Allianz  Life to any  members of his or her  immediate  family and the
commission  is waived.  We  require  our prior  approval  for any  reduction  or
elimination of the contingent deferred sales charge.

Transfer Fee

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred,  whichever is less,
for  each  additional  transfer.  If the  transfer  is part of the  Dollar  Cost
Averaging Program or Flexible Rebalancing,  it will not count in determining the
transfer fee.

Premium Taxes

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar taxes.  Allianz Life is 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. It is Allianz Life's current practice to not charge you
for these taxes  until you die,  Annuity  Payments  begin or you make a complete
withdrawal.  Allianz Life may discontinue this practice in the future and assess
the charge when the tax is due. Premium taxes generally range from 0% to 3.5% of
the Purchase Payment, depending on the state.

Income Taxes

Allianz Life reserves the right to deduct from the Contract for any income taxes
which it may incur  because  of the  Contract.  Currently,  Allianz  Life is 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 in the Fee Table in
this prospectus and the accompanying  prospectus for Franklin Templeton Variable
Insurance Products Trust.


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. You should consult
your own tax adviser  about your own  circumstances.  Allianz  Life has included
additional   information   regarding   taxes  in  the  Statement  of  Additional
Information.

Annuity Contracts in General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Basically, these rules provide that you will not be taxed on any 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 regarding how you will be
taxed  depending  upon how you take the  money  out and the type of  Contract  -
Qualified or Non-Qualified (see following sections).

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs  either as a  withdrawal  or as  Annuity
Payments.  When  you  make a  withdrawal  you are  taxed  on the  amount  of the
withdrawal  that is earnings.  For Annuity  Payments,  different  rules apply. A
portion of each Annuity  Payment you receive will be treated as a partial return
of your Purchase  Payments 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  Payments are fully  includible in
income.

When a  Non-Qualified  Contract  is  owned  by a  non-natural  person  (e.g.,  a
corporation or certain other entities other than a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity  for tax  purposes.  This means that the  Contract  may not  receive the
benefits of Tax Deferral. Income may be taxed as ordinary income every year.

Qualified and Non-Qualified Contracts

If you purchase the Contract under a Qualified  plan,  your Contract is referred
to  as a  Qualified  Contract.  Examples  of  Qualified  plans  are:  Individual
Retirement Annuities (IRAs),  Tax-Sheltered  Annuities (sometimes referred to as
403(b) contracts),  and pension and  profit-sharing  plans, which include 401(k)
plans and H.R. 10 plans.  If you do not purchase the Contract  under a Qualified
plan, your Contract is referred to as a Non-Qualified Contract.

Multiple Contracts

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. You
should  consult a tax adviser  prior to purchasing  more than one  Non-Qualified
annuity contract in any calendar year period.

Withdrawals - Non-Qualified Contracts

If you make a withdrawal  from your Contract,  the Code treats such a withdrawal
as first coming from  earnings  and then from your  Purchase  Payments.  In most
cases, such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is  includible  in income.  Some  withdrawals
will be exempt from the penalty. They include any amounts:

(1) paid on or after the taxpayer reaches age 591/2;

(2) paid after you die;

(3) paid if the taxpayer  becomes  totally  disabled (as that term is defined in
the Code);

(4) paid in a series of  substantially  equal  payments  made  annually (or more
frequently) for life or a period not exceeding life expectancy;

(5) paid under an immediate annuity; or

(6) which come from purchase payments made prior to August 14, 1982.

Withdrawals - Qualified Contracts

The above  information  describing the taxation of Non-Qualified  Contracts does
not apply to Qualified Contracts.  There are special rules that govern Qualified
Contracts. A more complete discussion of withdrawals from Qualified Contracts is
contained in the Statement of Additional Information.

Withdrawals - Tax-Sheltered Annuities

The Code limits the withdrawal of Purchase Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Withdrawals can only be made when a Contract
Owner:

(1) reaches age 591/2;

(2) leaves his/her job;

(3) dies;

(4) becomes disabled (as that term is defined in the Code); or

(5) in the case of  hardship.  However,  in the case of  hardship,  the Contract
Owner can only withdraw the Purchase Payments and not any earnings.

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 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 you are
considered the owner of the shares,  it will result in the loss of the favorable
tax treatment  for the Contract.  It is unknown to what extent under federal tax
law 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  without  being  considered  the owner of the  shares.  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 Contract in an attempt to maintain favorable tax treatment.


7. ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You can have access to the money in your Contract:

(1) by making a withdrawal (either a partial or a total withdrawal);

(2) by receiving Annuity Payments; or

(3) when a death benefit is paid to your Beneficiary.

Withdrawals can only be made during the Accumulation Phase.

When you make a complete  withdrawal  you will receive the value of the Contract
on the day you made the  withdrawal,  less any  applicable  contingent  deferred
sales  charge,  less any premium tax and less any contract  maintenance  charge.
(See Section 5 - "Expenses" for a discussion of the charges.)

Any partial  withdrawal must be for at least $500.  Unless you instruct  Allianz
Life  otherwise,  the  partial  withdrawal  will be made  pro-rata  from all the
Variable  Options and the Fixed Account you  selected.  After you make a partial
withdrawal the value of your Contract must be at least $2,000.

We will pay the amount of any withdrawal from the Variable  Options within seven
(7) days of when we receive your request in good order unless the  Suspension of
Payments or Transfers provision is in effect (see below).

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

There are limits to the amount you can withdraw  from a Qualified  plan referred
to as a 403(b) plan. For a more complete explanation see Section 6 - "Taxes" and
the discussion in the SAI.

Systematic Withdrawal Program

If the value of your Contract is at least $25,000, Allianz Life offers a program
which  provides  automatic  monthly or quarterly  payments to you each year. The
total systematic  withdrawals  which you can make each year without Allianz Life
deducting a contingent  deferred  sales charge is limited to 15% of the value of
your Contract. This is determined on the last business day prior to the day your
request is received.  You may withdraw any amount you want under this program if
your payments are no longer subject to the contingent  deferred sales charge. If
you  make  withdrawals  under  this  program,  you may not also use the 15% free
withdrawal  amount that year. For a discussion of the contingent  deferred sales
charge and the 15% free  withdrawal  amount,  see  Section 5 -  "Expenses."  All
systematic  withdrawals will be made on the 9th day of the month unless that day
is not a  business  day.  If it is not,  then  the  withdrawal  will be made the
previous business day.

Income taxes,  tax penalties  and certain  restrictions  may apply to systematic
withdrawals.

Minimum Distribution Program

If you own a Contract that is an Individual  Retirement  Annuity (IRA),  you may
select the Minimum Distribution Program.  Under this program,  Allianz Life will
make payments to you from your Contract that are designed to meet the applicable
minimum distribution  requirements imposed by the Code for IRAs. If the value of
your Contract is at least  $25,000,  Allianz Life will make payments to you on a
monthly or quarterly  basis.  The payments will not be subject to the contingent
deferred sales charge and will be instead of the 15% free withdrawal amount.

Suspension of Payments or Transfers

Allianz Life may be required to suspend or postpone  payments for withdrawals 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 Allianz Life 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.

Allianz  Life has  reserved  the  right to defer  payment  for a  withdrawal  or
transfer from the Fixed Account for the period permitted by law but not for more
than six months.


8. PERFORMANCE
- -------------------------------------------------------------------------------

Allianz  Life  periodically  advertises  performance  of the  Variable  Options.
Allianz Life will calculate  performance by determining the percentage change in
the value of an Accumulation  Unit by dividing the increase  (decrease) for that
unit by the value of the Accumulation Unit at the beginning of the period.  This
performance  number  reflects  the  deduction of the  insurance  charges and the
Portfolio  expenses.  It  may  not  reflect  the  deduction  of  any  applicable
contingent deferred sales charge and contract  maintenance charge. The deduction
of any applicable  contract  maintenance  charge and  contingent  deferred sales
charges  would reduce the  percentage  increase or make  greater any  percentage
decrease.  Any  advertisement  will also  include  average  annual  total return
figures  which  reflect  the  deduction  of  the  insurance  charges,   contract
maintenance  charge,  contingent  deferred sales charges and the expenses of the
Portfolios. Allianz Life 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  Templeton  Variable  Insurance  Products Trust
prospectus for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance  history.  However,  the Contracts  have been  available  only since
February 3, 1997. In order to demonstrate how the actual  investment  experience
of the Portfolios  may affect your  Accumulation  Unit values,  Allianz Life has
prepared  performance  information  which  can be  found  in the  SAI.  There is
performance  shown  which  is  based  on  the  historical   performance  of  the
Portfolios,  modified  to reflect  the  current  charges  and  expenses  of your
Contract as if the Contract had been in  existence  for the time periods  shown.
The  information is based upon the  historical  experience of the Portfolios and
does not represent past performance or predict future performance.

Allianz Life may in the future also advertise yield information.  If it does, it
will  provide  you with  information  regarding  how yield is  calculated.  More
detailed  information  regarding how  performance  is calculated is found in the
SAI.

Any  performance  advertised  will be  based  on  historical  data.  It does not
guarantee future results of the Portfolios.


9. DEATH BENEFIT
- -------------------------------------------------------------------------------

Upon Your Death

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below).  No death benefit is paid if you die during the
Payout  Phase.  If you purchase  the Contract on or after July 6, 1999,  you may
choose Death  Benefit  Option 1 or Death  Benefit  Option 2 below at the time of
application.  Once  you  make  the  selection,  you may not  change  it.  If you
purchased  the  Contract  before  July 6, 1999,  Death  Benefit  Option 2 is not
available.

I. Contracts That Receive An Enhanced Death Benefit Endorsement

   Contracts that are owned individually,  or jointly with another person, or as
   agent for an  individual  person,  will  receive an  enhanced  death  benefit
   endorsement  for Death Benefit  Option 1 or Death Benefit Option 2. For these
   Contracts, the death benefit options are:

   Death Benefit Option 1
   ------------------------

   The death benefit will be the greater of (1) or (2) below:

   1) The current value of your  Contract,  less any taxes owed.  This amount is
   determined as of the day that all claim proofs and payment election forms are
   received at the Valuemark Service Center.

   2) The  guaranteed  minimum  death  benefit  (as  explained  below and in the
   enhanced death benefit endorsement to your Contract), as of the day you die.

       A. During the first year of all such  Contracts  and if you are age 81 or
       older (76 or older for deaths  occurring in Washington,  or in most other
       states before 11/1/98) at the time of purchase,  the following guaranteed
       minimum death benefit will apply:

          o payments you have made,

          o less any money you have taken out,

          o less any applicable charges paid on money taken out,

          o less any premium taxes owed.

       B. After the first Contract  year, for Contracts  issued before your 81st
       birthday (76th birthday for deaths occurring  before 11/1/98),  and until
       you  reach  age 81 (age 76 for  deaths  occurring  before  11/1/98),  the
       greater  of (a) or (b)  below  will  be  your  guaranteed  minimum  death
       benefit:

           a) 5% Increase

             o payments you have made,

             o less any money you have taken out,

             o less any applicable charges paid on money taken out,

             o plus 5% on each Contract anniversary,

             o less any premium taxes owed.

           b) Highest 6th Year Contract Value

             o highest Contract value on any six year Contract anniversary,

             o plus any payments made since that Contract anniversary,

             o less any money you have taken out since that anniversary,

             o less any applicable charges paid on money taken out since
               that anniversary,

             o less any premium taxes owed.

       C. After your 81st birthday  (76th birthday for deaths  occurring  before
       11/1/98), the following guaranteed minimum death benefit will apply:

          o your  guaranteed  minimum death benefit on the Contract  anniversary
          prior to your 81st birthday (76th birthday for deaths occurring before
          11/1/98),

          o plus any payments you have made since then,

          o less any money you have taken out since then,

          o less any applicable charges paid on money taken out since then,

          o less any premium taxes owed.

   Death Benefit Option 2
   -------------------------

   The death benefit will be the greater of:

   1) the current value of your Contract,  less any taxes,  on the day all claim
   proofs  and  payment  election  forms are  received  by  Allianz  Life at the
   Valuemark Service Center; or

   2) (if applicable) the guaranteed  minimum death benefit,  less any taxes, on
   the day all claim proofs and payment  election  forms are received by Allianz
   Life at the Valuemark Service Center.

   The guaranteed minimum death benefit is the greater of:

   o payments  you have made,  less any money you have taken out and any charges
   paid on the money you have taken out.

   o the greatest  "anniversary  value". The "anniversary value" is the value of
   the Contract on a Contract  anniversary,  increased by payments you have made
   since that  anniversary and decreased by any money you have taken out and any
   charges paid on the money you have taken out since that anniversary.  Allianz
   Life will not take into consideration any Contract  anniversaries which occur
   on or after your 81st birthday or date of death in determining this benefit.

   In certain states,  the above death benefit may not be available.  Check your
   Contract and Endorsement for your applicable death benefit.

II. Contracts That Do Not Receive An Enhanced Death Benefit Endorsement

For all Contracts that do not receive an enhanced death benefit endorsement, the
death benefit will be:

   the  current  value of your  Contract,  less any taxes  owed.  This amount is
   determined as of the day that all claim proofs and payment election forms are
   received at the Valuemark Service Center.

III. Additional Provisions

If you have a Joint Owner,  the age of the oldest Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts withdrawn after the date of death. If the
Contract is owned by a non-natural  person,  then all references to you mean the
Annuitant.

In the case of Joint Owners,  if a Joint Owner dies,  the surviving  Joint Owner
will be  considered  the  Beneficiary.  Joint Owners must be spouses  (except in
Pennsylvania, Oregon and New Jersey).

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  payment of the entire  death  benefit  within 5 years of the date of
death;  or (2) payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment must begin within one year of the date of death.  If the  Beneficiary is
the spouse of the Contract Owner,  he/she can choose to continue the Contract in
his/her own name at the then current  value,  or if greater,  the death  benefit
value.  If a lump sum  payment is elected  and all the  necessary  requirements,
including  any required tax consent from some states,  are met, the payment will
be made  within 7 days.  Payment of the death  benefit  may be  delayed  pending
receipt of any applicable tax consents and/or forms from a state.

If you (or any Joint  Owner) die  during  the  Payout  Phase and you are not the
Annuitant,  any payments which are remaining  under the Annuity Option  selected
will continue at least as rapidly as they were being paid at your death.  If you
die during the Payout Phase, the Beneficiary becomes the Contract Owner.

Death of Annuitant

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies during the
Accumulation  Phase,  you can  name a new  Annuitant.  If you do not  name a new
Annuitant  within 30 days of the death of the  Annuitant,  you will  become  the
Annuitant.  However,  if the Contract  Owner is a non-natural  person  (e.g.,  a
corporation),  then the death of the  Annuitant  will be treated as the death of
the Contract Owner, and a new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun,  the remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining amounts payable will be paid to the Contract Owner at least as rapidly
as they were being paid at the Annuitant's death.


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  Life 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) to hold the assets that  underlie  the  Contracts,  except
assets  allocated to the Fixed  Account.  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. for it and/or
certain of its affiliates to provide certain  marketing support services and NFP
compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be paid  commissions  up to  7.5%  of  Purchase  Payments.
Sometimes,  Allianz Life enters into an agreement with the  broker-dealer to pay
the  broker-dealer  commissions  as a  combination  of a  certain  amount of the
commission at the time of sale and a trail commission  (which when totaled could
exceed  7.5% of Purchase  Payments).  In  addition,  Allianz  Life and  Franklin
Advisers,  Inc. 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).  Commissions  may be recovered from a  broker-dealer  if a
withdrawal occurs within 12 months of a Purchase Payment.

Administration

Allianz Life has hired Delaware Valley  Financial  Services,  Inc.  (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain administrative  services
regarding the Contracts.  The  administrative  services  include issuance of the
Contracts and maintenance of Contract Owner's records.

Financial statements

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


TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------


Insurance Company                                      2

Experts                                                2

Legal Opinions                                         2

Distributor                                            2

Reduction or Elimination of the
 Contingent Deferred Sales Charge                      2

Calculation of Performance Data                        2

Federal Tax Status                                     4

Annuity Provisions                                     9

Mortality and Expense Risk Guarantee                  10

Financial Statements                                  10

<PAGE>
APPENDIX
- --------------------------------------------------------------------------------


Condensed Financial Information
<TABLE>
<CAPTION>
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 Statement of Additional Information.

The table below includes Accumulation Unit values for the periods indicated.

This information should be read in conjunction with the financial statements and
related  notes of the Separate  Account  included in the Statement of Additional
Information.

(Number of units in thousands)

                                              Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998Dec. 31, 1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>
Capital Growth
Unit value at beginning of period $13.110      $11.247
Unit value at end of period        $15.537     $13.110
Number of units
  outstanding at end of period     4,502        1,957
Global Health Care Securities*
Unit value at beginning of period  $10.000          NA
Unit value at end of period       $10.604           NA
Number of units
  outstanding at end of period       224        NA
Global Utilities Securities
Unit value at beginning of period  $25.635     $20.526
Unit value at end of period        $28.082     $25.635
Number of units
  outstanding at end of period     1,006        310
Growth and Income
Unit value at beginning of period  $24.354     $19.351
Unit value at end of period        $25.993     $24.354
Number of units
  outstanding at end of period     5,185        2,376
High Income
Unit value at beginning of period  $21.141     $19.237
Unit value at end of period        $21.020     $21.141
Number of units
  outstanding at end of period     4,191        2,202
Income Securities
Unit value at beginning of period  $24.864     $21.554
Unit value at end of period        $24.898     $24.864
Number of units
  outstanding at end of period     4,239        2,094
Money Market
Unit value at beginning of period  $13.756     $13.266
Unit value at end of period        $14.260     $13.756
Number of units
  outstanding at end of period     4,342        3,214
Mutual Discovery Securities
Unit value at beginning of period  $11.971     $10.179
Unit value at end of period         11.205     $11.971
Number of units
  outstanding at end of period     8,822        5,461
Mutual Shares Securities
Unit value at beginning of period  $11.981     $10.329
Unit value at end of period        $11.814     $11.981
Number of units
  outstanding at end of period    19,834        11,394
</TABLE>
<TABLE>
<CAPTION>

(Number of units in thousands)
                                              Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998Dec. 31, 1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>
Natural Resources Securities
Unit value at beginning of period  $11.466     $14.364
Unit value at end of period         $8.430     $11.466
Number of units
  outstanding at end of period       514        304
Real Estate Securities
Unit value at beginning of period  $27.944     $23.499
Unit value at end of period        $22.901     $27.944
Number of units
  outstanding at end of period     1,823        1,217
Rising Dividends
Unit value at beginning of period  $19.968     $15.235
Unit value at end of period        $21.034     $19.968
Number of units
  outstanding at end of period     4,428        1,991
Small Cap
Unit value at beginning of period  $14.923     $12.899
Unit value at end of period        $14.558     $14.923
Number of units
  outstanding at end of period     5,492        2,965
Templeton Developing Markets Equity
Unit value at beginning of period  $10.305     $11.458
Unit value at end of period         $7.958     $10.305
Number of units
  outstanding at end of period     3,425        2,663
Templeton Global Asset Allocation
Unit value at beginning of period  $13.752     $12.495
Unit value at end of period        $13.543     $13.752
Number of units
  outstanding at end of period     1,491        1,008
Templeton Global Growth
Unit value at beginning of period  $15.124     $13.525
Unit value at end of period        $16.238     $15.124
Number of units
  outstanding at end of period     8,864        5,525
Templeton Global Income Securities
Unit value at beginning of period  $16.821     $16.661
Unit value at end of period        $17.746     $16.821
Number of units
  outstanding at end of period       651        393
Templeton International Equity
Unit value at beginning of period  $17.617     $16.010
Unit value at end of period        $18.322     $17.617
Number of units
   outstanding at end of period     4,427        3,122
Number of units in thousands)
</TABLE>
<TABLE>
<CAPTION>
                                              Period from
                               Year or Period  Inception
                                    Ended     (2/3/97) to
Sub-Accounts:                   Dec. 31, 1998Dec. 31, 1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>
Templeton International Smaller Companies
Unit value at beginning of period  $10.809     $11.138
Unit value at end of period         $9.342     $10.809
Number of units
  outstanding at end of period       967        792
Templeton Pacific Growth
Unit value at beginning of period   $9.381     $14.866
Unit value at end of period         $8.028      $9.381
Number of units
  outstanding at end of period       655        379
U.S. Government Securities
Unit value at beginning of period  $17.805     $16.533
Unit value at end of period        $18.847     $17.805
Number of units
  outstanding at end of period     3,040        1,359
Value Securities*
Unit value at beginning of period  $10.000          NA
Unit value at end of period         $7.713          NA
Number of units
  outstanding at end of period       367        NA
Zero Coupon 2000
Unit value at beginning of period  $19.358     $18.345
Unit value at end of period        $20.502     $19.358
Number of units
  outstanding at end of period      188          94
Zero Coupon 2005
Unit value at beginning of period  $22.357     $20.375
Unit value at end of period        $24.786     $22.357
Number of units
  outstanding at end of period       380        161
Zero Coupon 2010
Unit value at beginning of period  $24.544     $21.371
Unit value at end of period        $27.674     $24.544
Number of units
  outstanding at end of period       478        150

<FN>
*The Global Health Care Securities and the Value Securities Sub-Accounts commenced operations May 1, 1998.
</FN>
</TABLE>



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