PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT /NEW/
485BPOS, 1996-04-24
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<PAGE>
 
        
    As filed with the Securities and Exchange Commission on April 24, 1996      
                                                Registration No.  33-56908
                                                                 811-06032

- --------------------------------------------------------------------------------
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.    20549
- --------------------------------------------------------------------------------

                    PFL ENDEAVOR PLATINUM VARIABLE ANNUITY
                                  FORM N-4


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Pre-Effective Amendment No.
                            
                        Post-Effective Amendment No. 6             X      
                                      
                                      and
        
                       REGISTRATION STATEMENT UNDER THE
                        INVESTMENT COMPANY ACT OF 1940
                                   
                               Amendment No.  19                    X      
                           
                       PFL ENDEAVOR VA SEPARATE ACCOUNT
                       --------------------------------
                          (Exact Name of Registrant)

                     PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT
                     -------------------------------------
                          (Former name of Registrant)          

                          PFL LIFE INSURANCE COMPANY
                          --------------------------
                              (Name of Depositor)

              4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499
              --------------------------------------------------
             (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, including Area Code
                                    
                                (319) 297-8121      
                        
                            Frank A. Camp, Esquire
                          PFL Life Insurance Company
                           4333 Edgewood Road, N.E. 
                           Cedar Rapids, Iowa 52499
                    (Name and Address of Agent for Service)       

                                   Copy to:

                         Frederick R. Bellamy, Esquire
                         Sutherland, Asbill & Brennan
                        1275 Pennsylvania Avenue, N.W.
                         Washington, D.C.  20004-2404
    
PLATREVC      

                                       1
<PAGE>
 
                          DECLARATION PURSUANT TO RULE 24f-2
    
  Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the 
Registrant declares that a notice pursuant to Rule 24f-2 for the year 
ended December 31, 1995 was filed on February 22, 1996.       

                                  ______________


It is proposed that this filing will become effective:

  ___ immediately upon filing pursuant to paragraph (b) of Rule 485
     
   X  on May 1, 1995 pursuant to paragraph (b) of Rule 485      
 
  ___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
    
  ___ on _______ pursuant to paragraph (a)(i) of Rule 485      

  ___ 75 days after filing pursuant to paragraph (a)(ii)

  ___ on _________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

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

                                       2
<PAGE>
 
                          CROSS REFERENCE SHEET
                           Pursuant to Rule 495

                  Showing Location in Part A (Prospectus) and
                  Part B (Statement of Additional Information)
           of Registration Statement of Information Required by Form N-4
           -------------------------------------------------------------

                                   PART A
                                   ------
<TABLE>
<CAPTION>

Item of Form N-4                               Prospectus Caption
- ----------------                               ------------------
<S>                                        <C>
1.  Cover Page...........................  Cover Page

2.  Definitions..........................  Definitions

3.  Synopsis.............................  Summary; Historical Performance
                                           Data

4.  Condensed Financial Information......  Financial Statements

5.  General
    (a)   Depositor......................  PFL Life Insurance Company
    (b)   Registrant.....................  The Mutual Fund Account
    (c)   Portfolio Company..............  The Mutual Fund Account
    (d)   Fund Prospectus................  The Mutual Fund Account
    (e)   Voting Rights..................  Voting Rights

6.  Deductions and Expenses
    (a)   General........................  Charges and Deductions
    (b)   Sales Load %...................  N/A
    (c)   Special Purchase Plan..........  N/A
    (d)   Commissions....................  Distributor of the Policies
    (e)   Expenses - Registrant..........  N/A
    (f)   Fund Expenses..................  Expenses Including Investment
                                           Advisory Fees
    (g)   Organizational Expenses........  N/A

7.  Policies
    (a)   Persons with Rights............  The Policy; Election of Annuity
                                           Option; Determination of Annuity
                                           Payments; Annuity Commencement
                                           Date; Ownership of the Policy
                                           Voting Rights
    (b)   (i)   Allocation of Premium
                Payments.................  Allocation of Premiums
          (ii)  Transfers................  Transfers
          (iii) Exchanges................  N/A
    (c)   Changes........................  Addition, Deletion or
                                           Substitution of Investments;
                                           Election of Annuity Option;
                                           Annuity Commencement Date;
                                           Beneficiary; Ownership of the
                                           Policy
</TABLE>

                                        3          
<PAGE>
 
<TABLE>
<S>                                        <C>
    (d)  Inquiries.......................  Summary

8.  Annuity Period.......................  Annuity Options

9.  Death Benefit........................  Death of Annuitant Prior to
                                           Annuity Commencement Date

10. Purchase and Policy Values
    (a)  Purchases.......................  Policy Application and Issuance
                                           of Policies; Premiums
    (b)  Valuation.......................  Policy Value; The Mutual Fund
                                           Account Value
    (c)  Daily Calculation...............  The Mutual Fund Account Value
    (d)  Underwriter.....................  Distributor of the Policies

11. Redemptions
    (a)  By Owners.......................  Surrenders
         By Annuitant....................  N/A
    (b)  Texas ORP.......................  Restrictions Under the Texas
                                           Optional Retirement Program
    (c)  Check Delay.....................  Payment not Honored by Bank
    (d)  Lapse...........................  N/A
    (e)  Free Look.......................  Summary

12. Taxes................................  Certain Federal Income Tax
                                           Consequences

13. Legal Proceedings....................  Legal Proceedings

14. Table of Contents for the
    Statement of                           Statement of Additional
    Additional Information...............  Information

<CAPTION>
                                  PART B
                                  ------

Item of Form N-4                           Statement of Additional
- ----------------                            Information Caption
                                            -------------------
<S>                                        <C>
15.  Cover Page..........................  Cover Page

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

17.  General Information
     and History.........................  (Prospectus) PFL Life Insurance
                                           Company

18.  Services............................
     (a)  Fees and Expenses
          of Registrant..................  N/A
     (b)  Management Policies............  N/A
     (c)  Custodian......................  Custody of Assets
          Independent
          Auditors.......................  Independent Auditors
</TABLE>
                                        4               
 
<PAGE>
 
<TABLE> 
<S>                                        <C> 
     (d)  Assets of Registrant...........  Custody of Assets
     (e)  Affiliated Person..............  N/A
     (f)  Principal Underwriter..........  Distribution of the Policies

19.  Purchase of Securities
     Being Offered.......................  Distribution of the Policies
     Offering Sales Load.................  N/A

20.  Underwriters........................  Distribution of the Policies;
                                           (Prospectus) Distributor of the
                                           Policies

21.  Calculation of Performance
     Data................................  Calculation of Yields and Total
                                           Returns; Other Performance Data
22.  Annuity Payments....................  (Prospectus) Election of Annuity
                                           Option; (Prospectus)
                                           Determination of Annuity Payments

23.  Financial Statements................  Financial Statements

<CAPTION> 
                          PART C -- OTHER INFORMATION
                          ---------------------------

Item of Form N-4                           Part C Caption
- ----------------                           --------------
<S>                                        <C> 
24.  Financial Statements
     and Exhibits........................  Financial Statements and Exhibits
     (a)  Financial Statements...........  Financial Statements
     (b)  Exhibits.......................  Exhibits

25.  Directors and Officers of             Directors and Officers of the
     the Depositor.......................  Depositor

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

27.  Number of Policyowners..............  Number of Policyowners

28.  Indemnification.....................  Indemnification

29.  Principal Underwriters..............  Principal Underwriters

30.  Location of Accounts
     and Records.........................  Location of Accounts and Records

31.  Management Services.................  Management Services

32.  Undertakings........................  Undertakings

     Signature Page......................  Signatures

</TABLE> 

                                        5         

<PAGE>
 
PROSPECTUS                                                         
                                                                    May 1, 1996
 
                    THE ENDEAVOR PLATINUM VARIABLE ANNUITY
 
                                Issued Through
                 
              PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT     
 
                                      by
 
                          PFL LIFE INSURANCE COMPANY
   
  This Prospectus describes the Endeavor Platinum Variable Annuity (the
"Policy"), a Flexible Premium Variable Annuity offered by PFL Life Insurance
Company ("PFL"). The Policy is designed to aid in long-term financial planning
and provides for the accumulation of capital by individuals on a tax-deferred
basis for retirement or other long-term purposes. The Policy may be purchased
with a minimum initial Premium Payment of $25,000. An Owner generally may make
subsequent additional Premium Payments of at least $50 each, including
payments through automatic deduction, at any time before the Annuity
Commencement Date. The maximum total Premium Payments allowed without prior
approval of PFL is $1,000,000.     
   
  Before the Annuity Commencement Date, the Owner may allocate Premium
Payments to one or more Subaccounts of the PFL Endeavor Platinum Variable
Annuity Account, (the "Mutual Fund Account"), to a Fixed Account which
guarantees a minimum fixed return, or to a combination of these (the various
options under the Fixed Account and the Sub-accounts of the Mutual Fund
Account are the "Investment Options" available under the Policies). The Mutual
Fund Account currently has nine different Subaccounts (the "Subaccounts").
Assets of each Subaccount are invested in shares of a corresponding Portfolio
of a mutual fund: the WRL Series Fund, Inc.'s, Growth Portfolio, managed by
Janus Capital Corporation, (the "WRL Growth Portfolio") and the eight
portfolios of the Endeavor Series Trust (together, the "Underlying Funds").
The Underlying Funds currently have nine Portfolios available for the
Policies: the WRL Growth Portfolio, the TCW Managed Asset Allocation
Portfolio; the TCW Money Market Portfolio; the T. Rowe Price International
Stock Portfolio; the Value Equity Portfolio; the Value Small Cap Portfolio;
the Dreyfus U.S. Government Securities Portfolio; the T. Rowe Price Equity
Income Portfolio; and the T. Rowe Price Growth Stock Portfolio. The Underlying
Funds are described in separate prospectuses that accompany this Prospectus.
The Owner bears the entire investment risk for all amounts allocated tothe
Mutual Fund Account, including possible loss of principal amount invested.
       
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.     
    
 THIS PROSPECTUS MUST BE ACCOMPANIED OR  PRECEDED BY A CURRENT PROSPECTUS FOR
   THE ENDEAVOR SERIES  TRUST AND FOR  THE WRL SERIES  FUND, INC.'S, GROWTH
    PORTFOLIO. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL STATES.      




<PAGE>
 
  After the Annuity Commencement Date, the owner may allocate annuity units to
one or more Subaccounts of the PFL Endeavor Variable Annuity Account, to a
Fixed Account which guarantees a fixed payment amount, or to a combination of
these.
   
  The Annuity Purchase Value will vary in accordance with the investment
performance of the Subaccounts selected by the Owner. Therefore, the Owner
bears the entire investment risk under this Policy for all amounts allocated
to the Mutual Fund Account.     
   
  The Policies provide for monthly annuity payments to be made by PFL for the
life of the Annuitant or for some other period, beginning on the Annuity
Commencement Date selected by the Owner. Prior to the Annuity Commencement
Date, the Owner can transfer amounts among the subaccounts of the Mutual Fund
Account. The Owner can also elect to surrender all or any portion of the Cash
Value in exchange for a cash withdrawal payment from PFL; however, all
withdrawals may be taxable (and subject to a 10% federal penalty tax if made
before age 59 1/2). Withdrawals from the Fixed Account may be delayed and
subject to an Excess Interest Adjustment.     
   
  This Prospectus sets forth the information that a prospective investor
should consider before investing in a Policy. A Statement of Additional
Information about the Policy and the Mutual Fund Account, has been filed with
the Securities and Exchange Commission and is incorporated herein by
reference. The Statement of Additional Information is dated May 1, 1996, and
is available at no cost to any person requesting a copy by writing PFL at the
Administrative and Service Office or by calling 1-800-525-6205. The table of
contents of the Statement of Additional Information is included at the end of
this Prospectus.     
 
  This Prospectus and the Statement of Additional Information generally
describe only the Policies and the Mutual Fund Account, except when the Fixed
Account is specifically mentioned.
 
                      Administrative and Service Office:
              Financial Markets Division--Variable Annuity Dept.
                           4333 Edgewood Road, N.E.
                         
                      Cedar Rapids, Iowa 52499-0001     
 
   Please Read This Prospectus Carefully And Retain it For Future Reference.
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.
       
                                     - 2 -
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>   
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
DEFINITIONS................................................................   4
SUMMARY....................................................................   7
CONDENSED FINANCIAL INFORMATION............................................  15
FINANCIAL STATEMENTS.......................................................  16
HISTORICAL PERFORMANCE DATA................................................  16
  Standardized Performance Data............................................  16
  Hypothetical Performance Data of Subaccounts.............................  17
  T. Rowe Price International Stock Subaccount.............................  18
  Non-Standardized Performance Data........................................  18
PUBLISHED RATINGS..........................................................  18
PFL LIFE INSURANCE COMPANY.................................................  19
THE ENDEAVOR ACCOUNTS......................................................  19
  The Mutual Fund Account..................................................  19
  The Fixed Account........................................................  23
    Guaranteed Periods.....................................................  23
    Dollar Cost Averaging Fixed Account....................................  24
  Transfers................................................................  24
  Reinstatements...........................................................  25
  Telephone Transactions...................................................  26
  Dollar Cost Averaging (DCA)..............................................  26
  Asset Rebalancing........................................................  27
THE POLICY.................................................................  27
  Policy Application and Issuance of Policies..............................  28
  Premium Payments.........................................................  28
  Annuity Purchase Value...................................................  29
  Adjusted Annuity Purchase Value (AAPV)...................................  30
  Non-participating Policy.................................................  30
DISTRIBUTIONS UNDER THE POLICY.............................................  30
  Surrenders...............................................................  30
  Nursing Care and Terminal Condition Waiver...............................  31
  Excess Interest Adjustment (EIA).........................................  31
  Systematic Payout Option.................................................  32
  Annuity Payments.........................................................  33
    Annuity Commencement Date..............................................  33
    Election of Payment Option.............................................  33
    Premium Tax............................................................  34
    Supplementary Policy...................................................  34
  Annuity Payment Options..................................................  34
  Death Benefit............................................................  37
    Death of Annuitant Prior to Annuity Commencement Date..................  37
    Adjustable Partial Withdrawal..........................................  38
    Death On or After Annuity Commencement Date............................  40
    Beneficiary............................................................  40
  Death of Owner...........................................................  40
  Restrictions Under the Texas Optional Retirement Program.................  40
  Restrictions Under Section 403(b) Plans..................................  40
  Restrictions under Qualified Policies....................................  41
CHARGES AND DEDUCTIONS.....................................................  41
  Mortality and Expense Risk Charge........................................  41
  Administrative Charges...................................................  42
  Distribution Financing Charges...........................................  42
  Premium Taxes............................................................  43
  Federal, State and Local Taxes...........................................  43
  Transfer Charge..........................................................  43
  Other Expenses Including Investment Advisory Fees........................  43
CERTAIN FEDERAL INCOME TAX CONSEQUENCES....................................  43
  Tax Status of the Policy.................................................  44
  Taxation of Annuities....................................................  44
DISTRIBUTOR OF THE POLICIES................................................  50
VOTING RIGHTS..............................................................  50
LEGAL PROCEEDINGS..........................................................  51
STATEMENT OF ADDITIONAL INFORMATION........................................  52
  Appendix A............................................................... A-1
</TABLE>    
 
                                     - 3 -
<PAGE>
 
                                  DEFINITIONS
   
  Accumulation Unit--An accounting unit of measure used in calculating the
Annuity Purchase Value.     
   
  Adjusted Annuity Purchase Value--An amount equal to the Annuity Purchase
Value increased or decreased by any Excess Interest Adjustments.     
   
  Administrative and Service Office--Financial Markets Division--Variable
Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.     
 
  Annuitant--The person entitled to receive Annuity Payments after the Annuity
Commencement Date and during whose life any Annuity Payments involving life
contingencies will continue.
   
  Annuity Commencement Date--The date upon which Annuity Payments are to
commence. This date may not be later than the last day of the policy month
starting after the Annuitant attains age 85, except as expressly allowed by
PFL, but in no event later than the last day of the month following the month
in which the Annuitant attains age 95.     
 
  Annuity Payment Option or Payment Option--A method of receiving a stream of
Annuity Payments.
   
  Annuity Purchase Value--The sum of the value of all Accumulation Units
credited to a Policy for any particular Valuation Period in the Mutual Fund
Account, plus the value in the Fixed Account.     
 
  Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each subsequent Variable Annuity Payment.
 
  Beneficiary--Before the Annuity Commencement Date, the person to whom the
death proceeds will be paid if the Annuitant, who is also the Owner, dies.
After the Annuity Commencement Date, the person to whom payments will be made
if the Annuitant dies. In the event the Annuitant, who is not the Owner, dies
prior to the Annuity Commencement Date, the Owner will become the Annuitant
unless the Owner specifically requests on the application or in writing that
the death benefit be paid upon the Annuitant's death and PFL agrees to such an
election.
   
  Business Day--A day when the New York Stock Exchange is open for business
and that is a regular business day of the Administrative and Service Office.
       
  Cash Value--The Adjusted Annuity Purchase Value less any applicable premium
taxes.     
 
  Code--The Internal Revenue Code of 1986, as amended.
   
  Current Interest Guarantee--PFL's guarantee to pay a declared Current
Interest Rate on amounts under a Policy allocated to the Fixed Account. A
particular Current Interest Guarantee will be in effect for at least one year.
    
                                     - 4 -
<PAGE>
 
   
  Current Interest Guarantee Period--The period during which a Current
Interest Guarantee is in effect.     
   
  Current Interest Rate--The interest rate currently guaranteed to be paid on
amounts under a Policy allocated to the Fixed Account. This interest rate will
always equal or exceed a minimum of 3%.     
   
  Date of Issue--The date the Policy is issued, as shown on the Policy Data
Page.     
 
  Due Proof of Death--A certified copy of a death certificate, a certified
copy of a decree of a court of competent jurisdiction as to the finding of
death, a written statement by the attending physician, or any other proof
satisfactory to PFL will constitute Due Proof of Death.
   
  Excess Interest Adjustments--Adjustment to amounts withdrawn and/or
transferred from the Fixed Account Guaranteed Period Options to reflect
changes in interest rates declared by PFL since the payment date. The Excess
Interest Adjustment (EIA) can be positive or negative.     
   
  Fixed Accounts--All of the assets of PFL that are not in separate accounts.
    
  Fixed Annuity Payments--Payments made pursuant to an Annuity Payment Option
which do not fluctuate in amount.
   
  Guaranteed Period Options--The various guaranteed interest rate periods
which may be offered by PFL into which premiums may be paid or amounts
transferred.     
   
  Investment Options--Any of the Guaranteed Period Options of the Fixed
Account, and the Dollar Cost Averaging Fixed Account Option, and any of the
subaccounts of the Mutual Fund Account.     
   
  Mutual Fund Account--The PFL Endeavor Platinum Variable Annuity Account,
which comprises a portion of the PFL Endeavor VA Separate Account, a separate
account established and registered as a unit investment trust under the
Investment Company Act of 1940, as amended, to which Premium Payments under
the Policies may be allocated and which invests in the WRL Series Fund, Inc.'s
Growth Portfolio, managed by Janus Capital Corporation, and the portfolios of
the Endeavor Series Trust.     
 
  Nonqualified Policy--A Policy other than a Qualified Policy.
 
  PFL--PFL Life Insurance Company, the issuer of the Policies.
 
  Policy--One of the variable annuity policies offered by this Prospectus.
 
  Policy Anniversary--Each anniversary of the Date of Issue.
   
  Policy Owner or Owner--The person who may exercise all rights and privileges
under the Policy. The Policy Owner during the lifetime of the Annuitant and
prior to the Annuity Commencement Date is the person designated as the Policy
Owner or a Successor Owner in the application. (See "Death Benefit," p. 37).
    
                                     - 5 -
<PAGE>
 
          
  Policy Value--The term used for the Annuity Purchase Value in all Policies
except those issued with form number AV265 101 89 396.     
   
  Policy Year--A Policy Year begins on the Date of Issue and on each Policy
Anniversary.     
 
  Premium Payment--An amount paid to PFL by the Policy Owner or on the Policy
Owner's behalf as consideration for the benefits provided by the Policy.
 
  Qualified Policy--A Policy that has received favorable tax treatment under
Section 401, 403(b), 408, or 457 of the Code.
 
  Subaccount--A segregated account within the Mutual Fund Account which
invests in a specified Portfolio of the Underlying Funds.
 
  Successor Policy Owner--A person appointed by the Policy Owner to succeed to
ownership of the Policy in the event of the death of the Policy Owner who is
not the Annuitant before the Annuity Commencement Date.
   
  Underlying Funds--The WRL Series Fund, Inc.'s Growth Portfolio, managed by
Janus Capital Corporation, and the portfolios of the Endeavor Series Trust.
    
  Valuation Period--The period of time from one determination of Accumulation
Unit and Annuity Unit values to the next subsequent determination of values.
Such determination shall be made on each Business Day.
 
  Variable Annuity Payments--Payments made pursuant to an Annuity Payment
Option which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified Subaccounts within the Mutual Fund
Account.
   
  Written Notice or Written Request--Written notice, signed by the Policy
Owner, that gives PFL the information it requires and is received at the
Administrative and Service Office. For some transactions, PFL may accept an
electronic notice such as telephone instructions. Such electronic notice must
meet the requirements PFL establishes for such notices.     
 
                                     - 6 -
<PAGE>
 
                    THE ENDEAVOR PLATINUM VARIABLE ANNUITY
 
                                    SUMMARY
 
THE POLICY
   
  The Endeavor Platinum Variable Annuity is a Flexible Premium Variable
Annuity which can be purchased on a non-tax qualified basis ("Nonqualified
Policy") or with the proceeds from certain plans qualifying for favorable
federal income tax treatment ("Qualified Policy"). The Owner allocates the
Premium Payments among the Fixed Account and one or more Subaccounts of the
PFL Endeavor Platinum Variable Annuity Account, (the "Mutual Fund Account") of
PFL Life Insurance Company ("PFL"), each of which will invest in a
corresponding portfolio of the Underlying Funds.     
   
POLICY FEATURES     
   
  Certain features described below may only be available to Policies purchased
after the effective date of the Policy form number used.     
   
  Only Policies issued on or after May 1, 1996, with policy form number AV265
101 89 396 (may vary by state) contain the following features: Excess Interest
Adjustment, Fixed Account with Guaranteed Period Options, Dollar Cost
Averaging Fixed Account Option and Asset Rebalancing. References to these
features in this Prospectus apply only to those Policies.     
   
THE ACCOUNTS     
   
  The Mutual Fund Account. The Mutual Fund Account is a separate account of
PFL, which invests exclusively in shares of the Endeavor Series Trust and the
WRL Growth Portfolio of the WRL Series Fund, Inc. (collectively, the
"Underlying Funds"). The Endeavor Series Trust is a mutual fund managed by
Endeavor Investment Advisers, a general partnership between Endeavor
Management Co. and AUSA Financial Markets, Inc., which contracts with TCW
Funds Management, Inc. (a subsidiary of The TCW Group, Inc.), T. Rowe Price
Associates, Inc., OpCap Advisors, (formerly known as Quest for Value Advisors)
(a subsidiary of Oppenheimer Capital), The Dreyfus Corporation (a wholly-owned
subsidiary of Mellon Bank, N.A.), the successor to The Boston Company Asset
Management, Inc., and Rowe Price-Fleming International, Inc. for investment
advisory services. The WRL Growth Portfolio, managed by Janus Capital
Corporation, is a portfolio within the WRL Series Fund, Inc. which is a mutual
fund whose investment adviser is Western Reserve Life Assurance Co. of Ohio
("Western Reserve"), an affiliate of PFL. Western Reserve contracts with Janus
Capital Corporation as a subadviser to the WRL Growth Portfolio for investment
advisory services. The Underlying Funds currently have nine Portfolios: the
WRL Growth Portfolio, managed by Janus Capital Corporation; the TCW Managed
Asset Allocation Portfolio (formerly, the Managed Asset Allocation Portfolio);
the TCW Money Market Portfolio (formerly, the Money Market Portfolio); the T.
Rowe Price International Stock Portfolio; the Value Equity Portfolio
(formerly, the Quest for Value Equity Portfolio); the Value Small Cap
Portfolio (formerly, the Quest for     
 
                                     - 7 -
<PAGE>
 
   
Value Small Cap Portfolio); the Dreyfus U.S. Government Securities Portfolio
(formerly, the U.S. Government Securities Portfolio); the T. Rowe Price Equity
Income Portfolio; and the T. Rowe Price Growth Stock Portfolio (the
"Portfolios"). Each of the nine Subaccounts of the Mutual Fund Account invests
solely in a corresponding Portfolio of the Underlying Funds. Because the
Annuity Purchase Value may depend on the investment experience of the selected
Subaccounts, the Owner bears the entire investment risk with respect to the
Mutual Fund Account. (See the "Mutual Fund Account," p. 19.)     
   
  The Fixed Account. The Fixed Account guarantees return of principal and a
minimum annual interest rate of 3% on Premium Payments allocated to, and
amounts transferred to, the Fixed Account. PFL may, in its sole discretion,
declare a higher Current Interest Rate. A Current Interest Rate is guaranteed
for at least one year. (See "The Fixed Account," p. 23.)     
   
  Currently PFL anticipates that the total number of Investment Options
offered will not exceed fifteen. However, PFL reserves the right to offer
additional Investment Options in the future.     
 
PREMIUM PAYMENTS
   
  A Policy may be purchased with an initial Premium Payment of at least
$25,000. An Owner may make subsequent additional Premium Payments of at least
$50 each, including payments through automatic deduction, at any time before
the Annuity Commencement Date. The maximum total Premium Payments allowed
without prior approval of PFL is $1,000,000. There are no charges deducted
from Premium Payments, so all funds are invested immediately.     
   
  On the Date of Issue, the initial Premium Payment is allocated among the
Investment Options (that is, among the Fixed Account and/or the Subaccounts of
the Mutual Fund Account) in accordance with the allocation percentages
specified by the Owner in the Policy application. Any allocation must be in
whole percents, and the total allocation must equal 100%. Allocations for
additional Premium Payments may be changed by sending Written Notice to PFL's
Administrative and Service Office. (See "Premium Payments," p. 28.)     
   
TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE     
   
  An Owner can transfer Annuity Purchase Values from one Subaccount to another
within the Mutual Fund Account or to the Fixed Account, or from the Guaranteed
Period Options of the Fixed Account to the Mutual Fund Account. The minimum
amount which may be transferred is $500 or the entire Subaccount (or
Guaranteed Period Option) value, whichever is less. However, following a
transfer out of a particular Subaccount or Guaranteed Period Option, at least
$500 must remain in that Subaccount or Guaranteed Period Option. Transfers
currently may be made either by telephone (subject to the provisions described
below under "Telephone Transactions," p. 26) or by sending Written Notice to
the Administrative and Service Office.     
       
                                     - 8 -
<PAGE>
 
          
  An Owner may choose which Guaranteed Period Option to transfer to or from.
Transfers (and withdrawals) from a Guaranteed Period Option prior to the end
of the Guaranteed Period are subject to the Excess Interest Adjustment, which
could be positive or negative. (see "Excess Interest Adjustment," p. 31.)     
   
  Transfers from the Dollar Cost Averaging Fixed Account Option (see "Dollar
Cost Averaging Fixed Account Option," p. 24), except through Dollar Cost
Averaging, are not allowed. Transfers out of a Guaranteed Period Option prior
to the end of the Guaranteed Period are subject to an Excess Interest
Adjustment, which could increase or decrease the amount available to transfer.
       
  If the Excess Interest Adjustment (at the time of a transfer request only)
from any Guaranteed Period Option (GPO) is a negative adjustment, then the
maximum amount that can be transferred is 25% of that GPO's Annuity Purchase
Value, less amounts previously transferred out of that GPO during the current
Policy Year. No maximum will apply to amounts transferred from any Guaranteed
Period Option if the Excess Interest Adjustment is a positive adjustment at
the time of transfer.     
   
  A $10 charge may be imposed for each transfer in excess of 12 per Policy
Year, but currently there is no charge for any transfers. (See "Transfers," p.
24.)     
 
SURRENDERS
   
  The Owner may elect to surrender all or a portion of the Cash Value ($500
minimum) in exchange for a cash withdrawal payment from PFL at any time prior
to the earlier of the Annuitant's death or the Annuity Commencement Date. The
Cash Value equals the Adjusted Annuity Purchase Value less any applicable
premium taxes. A surrender request must be made by Written Request, and a
request for a partial surrender must specify the Subaccount(s) or Guaranteed
Period Option from which the withdrawal is requested. There is currently no
limit on the frequency or timing of withdrawals (See "Surrenders," p. 30),
although for Qualified Policies the retirement plan or applicable law may
restrict and/or penalize withdrawals. In addition to any applicable premium
taxes, surrenders may be subject to income taxes and a 10% tax penalty.
Surrenders from the Fixed Account may be subject to an Excess Interest
Adjustment.     
   
NURSING CARE AND TERMINAL CONDITION WAIVER     
   
  For Policies issued with form number AV265 101 89 396 or with endorsement AE
900 396 or a similar endorsement (depending on the state of issuance), the
Excess Interest Adjustment, and partial withdrawals adjustment as described in
the Guaranteed Minimum Death Benefit calculation, are not imposed on partial
or complete surrenders if the Owner: 1) has been confined in a hospital or
nursing facility for 30 consecutive days or 2) has been diagnosed as having a
terminal condition as defined in the Policy or endorsement. (This benefit is
not available in all states--see the Policy or endorsement for details.)     
 
CHARGES AND DEDUCTIONS
 
  Account Charges. PFL deducts a daily charge equal to a percentage of the net
assets in the Mutual Fund Account for the mortality and expense risks
 
                                     - 9 -
<PAGE>
 
   
assumed by PFL. The effective annual rate of this charge is 1.25% of the value
of the Account's net assets. (See "Mortality and Expense Risk Charge," p. 41.)
       
  PFL also deducts a daily Administrative Charge from the net assets of the
Mutual Fund Account to partially cover expenses incurred by PFL in connection
with the administration of the Account and the Policies. The effective annual
rate of this charge is .15% of the value of each Subaccount of the Mutual Fund
Account's net assets. (See "Administrative Charges," p. 42.)     
   
  PFL guarantees that the account charges for mortality and expense risks and
administrative expenses will not exceed a total of 1.40%.     
   
  Distribution Financing Charges. During the first ten Policy years PFL
imposes a daily distribution financing charge equal to an effective annual
rate of 0.25% of the Annuity Purchase Value. Such charge shall never exceed 8
1/2% of the Premium Payments. (See "Distribution Financing Charges," p. 42.)
       
  Policy Charges. There is also an annual Policy Maintenance Charge each year
for Policy maintenance and related administrative expenses. This charge
generally is $35 and will never exceed 2% of the Annuity Purchase Value. For
Policies issued on or after May 1, 1995 either with (1) form number
AV 265 101 89 396 or with (2) Endorsement AE 872 395, this charge is waived if
the sum of all Premium Payments made less the sum of all partial withdrawals
is at least $50,000 on the Policy Anniversary. THIS CHARGE WILL NOT BE
INCREASED IN THE FUTURE. (See "Administrative Charges," p. 42.)     
   
  Excess Interest Adjustment. Withdrawals and transfers out of Fixed Account
Guaranteed Interest Rate Period Options are subject to an Excess Interest
Adjustment, which could eliminate all interest in excess of the minimum
guaranteed effective annual interest rate of 3%. (The Excess Interest
Adjustment could also result in the crediting of additional interest). See
"Excess Interest Adjustment," p. 31.     
   
  Taxes. PFL may incur premium taxes relating to the Policies. When permitted
by state law, PFL will not deduct any premium taxes related to a particular
Policy from the Annuity Purchase Value until withdrawal of all Annuity
Purchase Value, payment of the death benefit, or until the Annuity
Commencement Date. (See "Premium Taxes," p. 43.)     
   
  No charges are currently made against the Subaccounts for federal, state, or
local income taxes. Should PFL determine that any such taxes may be imposed
with respect to any of the Subaccounts, PFL may deduct such taxes from amounts
held in the relevant Subaccount. (See "Federal, State and Local Taxes," p.
43.)     
 
  Charges Against the Underlying Funds. The value of the net assets of the
Subaccounts of the Mutual Fund Account will reflect the investment advisory
fee and other expenses incurred by the Underlying Funds.
 
                                    - 10 -
<PAGE>
 
  Expense Data. The charges and deductions are summarized in the following
tables.
 
<TABLE>   
<CAPTION>
                                    TCW        T. ROWE                                        T. ROWE T. ROWE
                           TCW    MANAGED       PRICE                         DREYFUS U.S.     PRICE   PRICE
                          MONEY    ASSET    INTERNATIONAL VALUE     VALUE      GOVERNMENT     EQUITY  GROWTH   WRL
                          MARKET ALLOCATION     STOCK     EQUITY  SMALL CAP    SECURITIES     INCOME   STOCK  GROWTH
                          ------ ---------- ------------- ------  --------- ----------------  ------- ------- ------
<S>                       <C>    <C>        <C>           <C>     <C>       <C>               <C>     <C>     <C>
POLICY OWNER TRANSACTION
 EXPENSES
 Sales Load On Purchase
  Payments..............      0        0           0          0       0            0             0       0        0
 Surrender Fees.........      0        0           0          0       0            0             0       0        0
                   -------------------------------------------------------------------------------------------------
 Annual Policy Fee                                             $35 Per Policy
                   -------------------------------------------------------------------------------------------------
 Transfer Fee                    First 12 Transfers Per Year:               NO FEE
                                 More than 12 in One Year:                  Currently no fee
MUTUAL FUND ACCOUNT
  ANNUAL EXPENSES (as a
  percentage of account
  value)
 Mortality and Expense
   Risk Fees............   1.25%    1.25%       1.25%      1.25%    1.25%               1.25%  1.25%   1.25%   1.25%
 Distribution Financing
   Charge...............   0.25%    0.25%       0.25%      0.25%    0.25%               0.25%  0.25%   0.25%   0.25%
 Administrative Charge..   0.15%    0.15%       0.15%      0.15%    0.15%               0.15%  0.15%   0.15%   0.15%
                           ----     ----        ----      -----     ----    ----------------   ----    ----    ----
 Total Mutual Fund
   Account Annual
   Expenses.............   1.65%    1.65%       1.65%      1.65%    1.65%               1.65%  1.65%   1.65%   1.65%
UNDERLYING FUNDS
  PORTFOLIO ANNUAL/1/
  EXPENSES (as a
  percentage of average
  net assets)
 Management Fees........   0.50%    0.75%       0.90%      0.80%    0.80%               0.65%  0.80%   0.80%   0.80%
 Other Expenses.........   0.10%    0.09%       0.25%      0.06%    0.07%               0.19%  0.35%   0.46%   0.06%
                           ----     ----        ----      -----     ----    ----------------   ----    ----    ----
 Total Fund Annual
   Expenses/2/..........   0.60%    0.84%       1.15%     0.86%     0.87%               0.84%  1.15%   1.26%   0.86%
</TABLE>    
- ----------------------------------
          
/1/The fee table information relating to the Underlying Fund was provided to PFL
   by the Underlying Fund, and PFL has not independently verified such
   information.     
   
/2/The Manager has agreed, until terminated by the Manager, to assume expenses
   of the Portfolios that exceed the following rates: TCW Money Market-0.99%;
   TCW Managed Asset Allocation-1.25%; T. Rowe Price International Stock-1.53%;
   Value Equity-1.30%; Value Small Cap-1.30%; Dreyfus U.S. Government 
   Securities-1.00%; T. Rowe Price Equity Income-1.30%; T. Rowe Price Growth
   Stock-1.30%.     
       
                                    - 11 -
<PAGE>
 
Example
   
  An Owner would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets and surrender or annuitization at the end of the
applicable period and assuming the entire Annuity Purchase Value is in the
applicable Subaccount:     
 
<TABLE>   
<CAPTION>
                                                          ONE  THREE FIVE   TEN
                                                          YEAR YEARS YEARS YEARS
                                                          ---- ----- ----- -----
<S>                                                       <C>  <C>   <C>   <C>
TCW Money Market Portfolio............................... $23   $71  $122  $261
TCW Managed Asset Allocation Portfolio................... $25   $78  $134  $285
T. Rowe Price International Stock Portfolio.............. $29   $87  $149  $315
Value Equity Portfolio................................... $26   $79  $135  $287
Value Small Cap Portfolio................................ $26   $79  $135  $288
Dreyfus U.S. Government Securities Portfolio............. $25   $78  $134  $284
T. Rowe Price Equity Income Portfolio.................... $29   $88  $150  $320
T. Rowe Price Growth Stock Portfolio..................... $30   $91  $156  $332
WRL Growth Portfolio..................................... $26   $79  $135  $287
</TABLE>    
 
  The expenses would be the same whether the Policy is completely surrendered,
simply continued, or annuitized at the end of the applicable period, since
there is no surrender or withdrawal charge.
   
  The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly. These include the
expenses of the Underlying Funds. See "Charges and Deductions," p. 41, and the
Underlying Funds' prospectuses. In addition to the expenses listed above,
premium taxes may be applicable.     
 
  THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
figures and data for Underlying Funds annual expenses have been provided by
Western Reserve Life Assurance Co. of Ohio and Endeavor Investment Advisers,
and while PFL does not dispute these figures, PFL does not guarantee their
accuracy.
   
  In the example, the $35 Annual Policy Maintenance Charge is reflected as a
charge of 0.0221% based on an average Annuity Purchase Value of $158,651.     
 
DEATH BENEFIT
 
  In the event that the Annuitant who is not the Owner dies prior to the
Annuity Commencement Date, the Owner will become the Annuitant unless the
Owner specifically requests on the application or in writing that the death
benefit be paid upon the Annuitant's death and PFL agrees to such election.
Upon receipt of proof that the Annuitant, who is the Owner, has died before
the Annuity Commencement Date, the Death Benefit is calculated and is payable
to the Beneficiary when we receive an election of the method of settlement and
return of the Policy.
   
  The amount of the death benefit will depend on the state where the Policy is
purchased and may depend on the death benefit option elected by the Owner.
However, the death benefit will always be at least equal to the     
 
                                    - 12 -
<PAGE>
 
   
greater of the Annuity Purchase Value or the Cash Value on the date due proof
of death and election of the method of settlement are received by PFL.     
   
  When the Policy is issued with the form number AV265 101 89 396 or with
Endorsement AE 872 395, the Owner has the "one-time" option (except if either
the Annuitant or the Owner is age 75 or older) of choosing either a "5%
Compound Death Benefit" or an "Annual Step-Up Death Benefit." The 5% Compound
Death Benefit is the total Premium Payments less any "Adjusted Partial
Withdrawal" (see p. 38) plus interest at an effective annual rate of 5.0%. The
Annual Step-Up Death Benefit is the highest Annuity Purchase Value on any
Policy Anniversary prior to the earlier of the Owner's 81st birthday or the
date of death, plus any Premium Payments paid less any "Adjusted Partial
Withdrawals" since that anniversary.     
   
  When the Policy is issued under a prior form or without Endorsement AE 872
395, the death benefit will be at least equal to the sum of the Premium
Payments less withdrawals and charges made, plus interest at a 5% effective
annual rate to the Annuitant's date of death.     
   
  The death benefit does not apply on the death of an Owner if the Owner is
not the Annuitant. If an Owner who is not the Annuitant dies before the
Annuity Commencement Date, the amount payable under the Policy upon surrender
will be the Cash Value. These death benefit provisions may vary depending on
which state the Policy is issued in and when it was issued. No Excess Interest
Adjustment is imposed upon amounts received as a Death Benefit. The Death
Benefit may be paid as either a lump sum cash benefit or as an Annuity as
permitted by federal or state law. (See "Death Benefit," p. 37.)     
 
RIGHT TO RETURN THE POLICY
   
  The Policy Owner may, until the end of the period of time specified in the
Policy, examine the Policy and return it for a refund. The applicable period
will depend on the state in which the Policy is issued. In most states it is
twenty (20) days after the Policy is delivered to the Policy Owner. The amount
of refund will also depend on the state in which the Policy is issued.
Ordinarily, the amount of the refund will be the sum of all Premium Payments
made under the Policy and the accumulated gains or losses in the Mutual Fund
Account, if any. However, some states may require a return of the premium(s)
paid, or the greater of the premium(s) paid or Cash Value. PFL will pay the
refund within seven (7) days after it receives written notice of cancellation
and the returned Policy.     
   
  If the Policy is issued in California (a) to an Owner who is age 60 or more
and (b) with a Premium Payment of $10,000 or more, then the amount returned
will be the Annuity Purchase Value. If the Policy is issued in California (a)
to an Owner who is age 59 or less or (b) with a Premium Payment of less than
$10,000, then the amount returned will be the Premium Payment and any charges
deducted.     
       
FEDERAL INCOME TAX CONSEQUENCES OF INVESTMENT IN THE POLICY
   
  With respect to Owners who are natural persons, there should be no federal
income tax on increases in the Annuity Purchase Value until a     
 
                                    - 13 -
<PAGE>
 
   
distribution under the Policy occurs (e.g., a surrender or Annuity Payment) or
is deemed to occur (e.g., a pledge or assignment of a Policy). Generally, a
portion of any distribution or deemed distribution will be taxable as ordinary
income. The taxable portion of certain distributions will be subject to
withholding unless the recipient elects otherwise. Withholding is mandatory
for certain qualified plans. In addition, a ten percent penalty tax may apply
to certain distributions or deemed distributions under the Policy made before
the taxpayer reaches age 59 1/2. (See "Certain Federal Income Tax
Consequences," p. 43.)     
   
INQUIRIES, WRITTEN NOTICES AND WRITTEN REQUESTS     
   
  Any questions about procedures or the Policy, or any Written Notice or
Written Request required to be sent to PFL, should be sent to the
Administrative and Service Office, Financial Markets Division--Variable
Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
Telephone requests and inquires may be made by calling 800-525-6205. All
inquiries, Notices and Requests should include the Policy number, the Owner's
name and the Annuitant's name.     
   
VARIATIONS IN POLICY PROVISIONS     
   
  Certain features described below may only be available to Policies purchased
after the effective date of the Policy form number used.     
   
  Only Policies issued on or after May 1, 1996 with Policy form number AV265
101 89 396 (may vary by state) contain the following features: Excess Interest
Adjustment, Fixed Account with Guaranteed Period Options, Dollar Cost
Averaging Fixed Account Option, and Asset Rebalancing. Thus, references to
these features in this Prospectus will only apply to such Policies.     
   
  Certain provisions of the Policies may vary from the descriptions in this
Prospectus in order to comply with different state laws. Policies issued
before form number AV265 101 89 396 became available, or without Endorsement
AE 872 395 may vary from the description in this Prospectus in regard to Death
Benefits. For these Policies, the Death Benefit is payable on the Annuitant's
death prior to the Annuity Commencement Date (regardless of whether the
Annuitant is also the Owner). See the Policy itself for variations. Any such
variations will be included in the Policy itself or in riders or endorsements.
    
                                    *  *  *
   
Note: The foregoing summary is qualified in its entirety by the detailed
information in the remainder of this Prospectus and in the Statement of
Additional Information and in the prospectuses for the Underlying Funds and in
the Policy, all of which should be referred to for more detailed information.
This Prospectus generally describes only the Policy and the Mutual Fund
Account. Separate prospectuses describe the Underlying Funds. (There is no
prospectus for the Fixed Account since interests in the Fixed Account are not
securities. See "The Fixed Account," p. 23).     
 
                                    - 14 -
<PAGE>
 
                        CONDENSED FINANCIAL INFORMATION
 
  The Accumulation Unit Values and the number of Accumulation Units
outstanding for each Subaccount from the date of inception:
 
<TABLE>     
<CAPTION>
                         TCW MONEY MARKET SUBACCOUNT*
                         ----------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $1.014839                $1.053205               3,516,158.473
   1994(1)           1.003677                  1.014839               1,522,675.448
<CAPTION>
                  TCW MANAGED ASSET ALLOCATION SUBACCOUNT**
                  -----------------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $.979750                 $1.184740               3,313,507.707
   1994(1)           0.974417                 $0.979750               1,329,672.671
<CAPTION>
                 T. ROWE PRICE INTERNATIONAL STOCK SUBACCOUNT
                 --------------------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $.940071                 $1.022539               3,606,823.400
   1994(1)           0.978667                  0.940071               1,444,711.154
<CAPTION>
                          VALUE EQUITY SUBACCOUNT***
                          --------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $1.009026                $1.336071               2,808,066.903
   1994(1)           0.977843                  1.009026                740,211.153
<CAPTION>
                        VALUE SMALL CAP SUBACCOUNT****
                        ------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $1.004766                $1.127390               2,577,504.165
   1994(1)           0.958389                  1.004766                673,042.726
<CAPTION>
              DREYFUS U.S. GOVERNMENT SECURITIES SUBACCOUNT*****
              --------------------------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $.985254                 $1.120922               2,656,099.798
   1994(1)           1.000769                  0.985254                450,510.347
<CAPTION>
                    T. ROWE PRICE EQUITY INCOME SUBACCOUNT
                    --------------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995(2)           0.999237                 $1.284124               1,786,079.570
<CAPTION>
                    T. ROWE PRICE GROWTH STOCK SUBACCOUNT
                    -------------------------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995(3)           0.999910                 $1.350045               1,611,995.783
<CAPTION>
                            WRL GROWTH SUBACCOUNT
                            ---------------------
                                             ACCUMULATION
                   ACCUMULATION               UNIT VALUE                NUMBER OF
                   UNIT VALUE AT                  AT                ACCUMULATION UNITS
                 BEGINNING OF YEAR           END OF YEAR              AT END OF YEAR
                 -----------------           ------------           ------------------
   <S>           <C>                         <C>                    <C>
   1995              $9.531263                $13.795672               442,772.285
   1994(1)           9.418271                  9.531263                182,787.313
</TABLE>    
 
- -----------
   
    * Prior to May 1, 1996, known as the Money Market Subaccount.
   ** Prior to May 1, 1996, known as the Managed Asset Allocation Subaccount.
  *** Prior to May 1, 1996, known as the Quest for Value Equity Subaccount.
 **** Prior to May 1, 1996, known as the Quest for Value Small Cap Subaccount.
***** Prior to May 1, 1996, known as the U.S. Government Securities Subaccount.
(1)   Period from July 5, 1994 through December 31, 1994. 
(2)   Period from January 20, 1995 through December 31, 1995. 
(3)   Period from January 5, 1995 through December 31, 1995.     
 
                                    - 15 -
<PAGE>
 
                             FINANCIAL STATEMENTS
   
  The financial statements of the Mutual Fund Account and PFL and the
independent auditors' reports thereon are in the Statement of Additional
Information which is available free upon request to the Administrative and
Service Office.     
 
                          HISTORICAL PERFORMANCE DATA
 
STANDARDIZED PERFORMANCE DATA
   
  From time to time, PFL may advertise historical yields and total returns for
the Subaccounts of the Mutual Fund Account. In addition, PFL may advertise the
effective yield of the Subaccount investing in the TCW Money Market Portfolio
(the "TCW Money Market Subaccount"). These figures will be calculated
according to standardized methods prescribed by the Securities and Exchange
Commission ("SEC"). They will be based on historical earnings and are not
intended to indicate future performance.     
   
  The yield of the TCW Money Market Subaccount for a Policy refers to the
annualized income generated by an investment under a Policy in the Subaccount
over a specified seven-day period. The yield is calculated by assuming that
the income generated for that seven-day period is generated each seven-day
period over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly but, when annualized, the income
earned by an investment under a Policy in the Subaccount is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.     
   
  The yield of a Subaccount of the Mutual Fund Account (other than the TCW
Money Market Subaccount) for a Policy refers to the annualized income
generated by an investment under a Policy in the Subaccount over a specified
thirty-day period. The yield is calculated by assuming that the income
generated by the investment during that thirty-day period is generated each
thirty-day period over a 12-month period and is shown as a percentage of the
investment.     
 
  The total return of a Subaccount of the Mutual Fund Account refers to return
quotations assuming an investment under a Policy has been held in the
Subaccount for various periods of time including, but not limited to, a period
measured from the date the Subaccount commenced operations. When a Subaccount
has been in operation for one, five, and ten years, respectively, the total
return for these periods will be provided. The total return quotations for a
Subaccount will represent the average annual compounded rates of return that
equate an initial investment of $1,000 in the Subaccount to the redemption
value of that investment as of the first day of each of the periods for which
total return quotations are provided.
   
  The yield and total return calculations for a Subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular Policy. To
the extent that any or all of a premium tax is applicable to a     
 
                                    - 16 -
<PAGE>
 
   
particular Policy, the yield and/or total return of that Policy will be
reduced. For additional information regarding yields and total returns
calculated using the standard formats briefly summarized above, please refer
to the Statement of Additional Information, a copy of which may be obtained
from the Administrative and Service Office upon request.     
 
HYPOTHETICAL PERFORMANCE DATA OF SUBACCOUNTS
 
  Prior to July 5, 1994, sales of the Policies had not yet commenced. However,
the following is standardized average annual total return information based on
the hypothetical assumption that the Subaccounts had been available to the
Endeavor Platinum Variable Annuity since inception of the corresponding
Portfolio:
 
<TABLE>   
<CAPTION>
                       INCEPTION
                         OF THE     5 YEAR   4 YEAR   3 YEAR   2 YEAR   1 YEAR
                       PORTFOLIO    PERIOD   PERIOD   PERIOD   PERIOD   PERIOD
                      (10/2/86) TO  ENDED    ENDED    ENDED    ENDED    ENDED
       SUBACCT          12/31/95   12/31/95 12/31/95 12/31/95 12/31/95 12/31/95
       -------        ------------ -------- -------- -------- -------- --------
<S>                   <C>          <C>      <C>      <C>      <C>      <C>
WRL Growth...........    14.92%     14.68%   5.99%    8.10%    11.15%   44.43%
 
</TABLE>    
 
<TABLE>   
<CAPTION>
                                                      INCEPTION OF    ONE YEAR
                                                     THE SUBACCOUNT PERIOD ENDED
                     SUBACCOUNT                       TO 12/31/95     12/31/95
                     ----------                      -------------- ------------
<S>                                                  <C>            <C>
TCW Managed Asset Allocation/1/.....................      9.61%        20.90%
Value Equity/2/.....................................     13.05%        32.38%
Value Small Cap/3/..................................      6.90%        12.18%
Dreyfus U. S. Government Securities/4/..............      7.13%        13.75%
T. Rowe Price Equity Income/5/ .....................     28.47%           --
T. Rowe Price Growth Stock/6/ ......................     35.09%           --
- --------------------------------------------------------
</TABLE>    
    
/1/Portfolio Inception Date--April 8, 1991
/2/Portfolio Inception Date--May 3, 1993 
/3/Portfolio Inception Date--May 3, 1993 
/4/Portfolio Inception Date--May 9, 1994
/5/Portfolio Inception Date--January 3, 1995 
/6/Portfolio Inception Date--January 3, 1995     
 
  The performance data for periods prior to the date Policy sales commenced is
based on the performance of the corresponding Portfolio and the assumption
that the applicable Subaccount was in existence for the same period as the
corresponding Portfolio with a level of charges equal to those currently
assessed against the Subaccount or against Owner's contract values under the
Policies. The WRL Series Fund, Inc.'s Growth Portfolio, managed by Janus
Capital Corporation, commenced operations on October 2, 1986. For purposes of
the calculation of the performance data prior to July 1, 1992, the deductions
for the mortality and expense risk charge, administrative charge and
distribution financing charge are made on a monthly basis, rather than a daily
basis. The monthly deduction is made at the beginning of each month and
generally approximates the performance which would have resulted if the
Subaccount had actually been in existence since the inception of the WRL
Series Fund, Inc.
 
                                    - 17 -
<PAGE>
 
T. ROWE PRICE INTERNATIONAL STOCK SUBACCOUNT
 
  Effective January 1, 1995, Rowe Price-Fleming International, Inc. became the
new Adviser to the Global Growth Portfolio. The Portfolio's name has been
changed to the T. Rowe International Stock Portfolio and the Portfolio's
shareholders have approved a change in investment objective from investments
in small capitalization companies on a global basis to investments in a broad
range of companies on an international basis (i.e., non-U.S. companies).
   
  Based on the method of calculation described in the Statement of Additional
Information, the average annual total return for the one year period ended
December 31, 1995, was 8.75%.     
       
NON-STANDARDIZED PERFORMANCE DATA
 
  PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Subaccount of
the Mutual Fund Account. The non-standard performance data may make certain
assumptions.
   
  All non-standard performance data will be advertised only if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the Statement of
Additional Information, a copy of which may be obtained from the
Administrative and Service Office upon request.     
 
                               PUBLISHED RATINGS
 
   PFL may from time to time publish in advertisements, sales literature and
reports to Owners, the ratings and other information assigned to it by one or
more independent rating organizations such as A.M. Best Company, Standard &
Poor's, and Duff & Phelps. The purpose of the ratings is to reflect the
financial strength and/or claims-paying ability of PFL and the ratings should
not be considered as bearing on the investment performance of assets held in
the Mutual Fund Account or of the safety or riskiness of an investment in the
Mutual Fund Account. Each year the A.M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best's
Ratings. These ratings reflect their current opinion of the relative financial
strength and operating performance of an insurance company in comparison to
the norms of the life/health insurance industry. In addition, the claims-
paying ability of PFL as measured by Standard & Poor's Insurance Ratings
Services or Duff & Phelps may be referred to in advertisements or sales
literature or in reports to Owners. These ratings are opinions of an operating
insurance company's financial capacity to meet the obligations of its
insurance policies in accordance with their terms. Claims-paying ability
ratings do not refer to an insurer's ability to meet non-policy obligations
(i.e., debt/commercial paper).
 
                                    - 18 -
<PAGE>
 
                          PFL LIFE INSURANCE COMPANY
   
  PFL Life Insurance Company ("PFL"), 4333 Edgewood Road, N.E., Cedar Rapids,
Iowa 52499-0001, is a stock life insurance company. It was incorporated under
the name NN Investors Life Insurance Company, Inc. under the laws of the State
of Iowa on April 19, 1961. It is principally engaged in the sale of life
insurance and annuity policies, and is licensed in the District of Columbia,
Guam, and in all states except New York. As of December 31, 1995, PFL had
assets of approximately $7.2 billion. PFL is a wholly-owned indirect
subsidiary of AEGON USA, Inc., which conducts substantially all of its
operations through subsidiary companies engaged in the insurance business or
in providing non-insurance financial services. All of the stock of AEGON USA,
Inc. is indirectly owned by AEGON n.v. of the Netherlands. AEGON n.v., a
holding company, conducts its business through subsidiary companies engaged
primarily in the insurance business.     
                             
                          THE ENDEAVOR ACCOUNTS     
   
  Premium Payments made under a Policy may be allocated to the Mutual Fund
Account, to the Fixed Account, or to a combination of these Accounts.     
   
THE MUTUAL FUND ACCOUNT     
   
  The PFL Endeavor Platinum Variable Annuity Account, which comprises a
portion of the PFL Endeavor VA Separate Account of PFL Life Insurance Company
(the "Mutual Fund Account"). The PFL Endeavor VA Separate Account was
established as a separate investment account under the laws of the State of
Iowa on January 19, 1990. The Mutual Fund Account receives and invests the
Premium Payments under the Policies that are allocated to it for investment in
shares of the WRL Series Fund, Inc.'s Growth Portfolio, managed by Janus
Capital Corporation, and the Endeavor Series Trust.     
   
  The Mutual Fund Account currently is divided into nine Subaccounts.
Additional Subaccounts may be established in the future at the discretion of
PFL. Each Subaccount invests exclusively in shares of one of the Portfolios of
the Underlying Funds. Under Iowa law, the assets of the Mutual Fund Account
are owned by PFL, but they are held separately from the other assets of PFL.
To the extent that these assets are attributable to the Cash Value of the
Policies, these assets are not chargeable with liabilities incurred in any
other business operation of PFL. Income, gains, and losses incurred on the
assets in the Subaccounts of the Mutual Fund Account, whether or not realized,
are credited to or charged against that Subaccount without regard to other
income, gains or losses of any other Account or Subaccount of PFL. Therefore,
the investment performance of any Subaccount should be entirely independent of
the investment performance of PFL's general account assets or any other
Account or Subaccount maintained by PFL.     
 
  The Mutual Fund Account is registered with the SEC under the Investment
Company Act of 1940, as amended, (the "1940 Act") as a unit investment trust
and meets the definition of a separate account under federal securities laws.
However, the SEC does not supervise the
 
                                    - 19 -
<PAGE>
 
management or the investment practices or policies of the Mutual Fund Account
or PFL.
   
  The Underlying Funds. The Mutual Fund Account will invest exclusively in
shares of Endeavor Series Trust and the Growth Portfolio of the WRL Series
Fund, Inc. (collectively the "Underlying Funds"). The WRL Series Fund, Inc.,
and the Endeavor Series Trust are each a series-type mutual fund registered
with the SEC under the 1940 Act as an open-end, diversified management
investment company./3/ The Underlying Funds currently issue shares of the
following nine Portfolios to the Mutual Fund Account: the WRL Growth
Portfolio, the TCW Managed Asset Allocation Portfolio (formerly, the Managed
Asset Allocation Portfolio), the TCW Money Market Portfolio (formerly, the
Money Market Portfolio), the T. Rowe Price International Stock Portfolio, the
Value Equity Portfolio (formerly, the Quest for Value Equity Portfolio), the
Value Small Cap Portfolio (formerly, the Quest for Value Small Cap Portfolio),
the Dreyfus U.S. Government Securities Portfolio (formerly, the U.S.
Government Securities Portfolio), the T. Rowe Price Equity Income Portfolio,
and the T. Rowe Price Growth Stock Portfolio. The assets of each Portfolio are
held separate from the assets of the other Portfolios, and each Portfolio has
its own distinct investment objectives and policies. Each Portfolio operates
as a separate investment fund, and the income or losses of one Portfolio
generally have no effect on the investment performance of any other Portfolio.
       
  Endeavor Investment Advisers (the "Manager"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, is the
Endeavor Series Trust's manager. The Manager selects and contracts with
advisers for investment services for the Portfolios of the Endeavor Series
Trust, reviews the advisers' activities, and otherwise performs administerial
and managerial functions for the Endeavor Series Trust. Five advisers, TCW
Funds Management, Inc. (a wholly-owned subsidiary of The TCW Group, Inc.), T.
Rowe Price Associates, Inc., Rowe Price-Fleming International, Inc. (a joint
venture between T. Rowe Price Associates, Inc. and Robert Fleming Holdings
Limited), OpCap Advisors (formerly known as Quest for Value Advisors) and The
Dreyfus Corporation (a wholly-owned subsidiary of Mellon Bank, N.A.), the
successor to The Boston Company Asset Management, Inc. (the "Advisers"), each
perform investment advisory services for particular Portfolios of Endeavor
Series Trust. TCW Funds Management, Inc. is the Adviser for the TCW Managed
Asset Allocation Portfolio and the TCW Money Market Portfolio. T. Rowe Price
Associates, Inc. is the Adviser for the T. Rowe Price Equity Income Portfolio
and the T. Rowe Price Growth Stock Portfolio. Rowe Price-Fleming
International, Inc. is the Adviser for the T. Rowe Price International Stock
Portfolio.     
   
  OpCap Advisors is the Adviser for the Value Equity Portfolio and the Value
Small Cap Portfolio. The Dreyfus Corporation is the Adviser for the Dreyfus
U.S. Government Securities Portfolio. Western Reserve Life     
 
- -----------
/3The/registration of the Underlying Funds does not involve supervision of the
  management or investment practices or policies of the Underlying Funds by
  the SEC.
 
                                    - 20 -
<PAGE>
 
   
Assurance Co. of Ohio, an affiliate of PFL, is the Adviser for the WRL Series
Fund, Inc. and contracts with Janus Capital Corporation (also an "Adviser") as
the sub-adviser to the WRL Growth Portfolio. The Adviser of a Portfolio is
responsible for selecting the investments of the Portfolio consistent with the
investment objectives and policies of the Portfolio, and will conduct
securities trading for the Portfolio. All Advisers are investment advisers
registered with the SEC under the Investment Advisers Act of 1940.     
 
  The investment objectives of each Portfolio are summarized as follows:
   
  TCW Money Market Portfolio--seeks current income, preservation of capital
and maintenance of liquidity through investment in short-term money market
securities. The Portfolio seeks to maintain a constant net asset value of
$1.00 per share although no assurances can be given that such constant net
asset value will be maintained.     
   
  TCW Managed Asset Allocation Portfolio--seeks high total return through a
managed asset allocation portfolio of equity, fixed income and money market
securities.     
       
  T. Rowe Price International Stock Portfolio--seeks long-term growth of
capital through investments primarily in common stocks of established non-U.S.
companies.
          
  Value Equity Portfolio--seeks long-term capital appreciation through
investment in securities (primarily equity securities) of companies that are
believed by the Portfolio's Adviser to be undervalued in the marketplace in
relation to factors such as the companies' assets or earnings.     
   
  Value Small Cap Portfolio--seeks capital appreciation through investments in
a diversified portfolio consisting primarily of equity securities of companies
with market capitalizations of under $1 billion.     
   
  Dreyfus U.S. Government Securities Portfolio--seeks as high a level of total
return as is consistent with prudent investment strategies by investing under
normal conditions at least 65% of its assets in debt obligations and
mortgaged-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities.     
 
  T. Rowe Price Equity Income Portfolio--seeks to provide substantial dividend
income and also capital appreciation by investing primarily in dividend paying
stocks of established companies.
 
  T. Rowe Price Growth Stock Portfolio--seeks long-term growth of capital and
to increase dividend income through investment primarily in common stocks of
well established growth companies.
   
  WRL Growth Portfolio--seeks growth of capital. At most times this Portfolio
will be invested primarily in equity securities which are selected solely for
their capital growth potential; investment income is not a consideration.     
 
 
                                    - 21 -
<PAGE>
 
  THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE.
MORE DETAILED INFORMATION, INCLUDING A DESCRIPTION OF EACH PORTFOLIO'S
INVESTMENT OBJECTIVE AND POLICIES AND A DESCRIPTION OF RISKS INVOLVED IN
INVESTING IN EACH OF THE PORTFOLIOS AND OF EACH PORTFOLIO'S FEES AND EXPENSES
IS CONTAINED IN THE PROSPECTUSES FOR THE UNDERLYING FUNDS, CURRENT COPIES OF
WHICH ARE ATTACHED TO THIS PROSPECTUS. INFORMATION CONTAINED IN THE UNDERLYING
FUNDS' PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING IN A SUBACCOUNT
OF THE MUTUAL FUND ACCOUNT.
   
  An investment in the Mutual Fund Account, or in any Portfolio, including the
TCW Money Market Portfolio and the Dreyfus U.S. Government Securities
Portfolio, is not insured or guaranteed by the U.S. government or any
government agency.     
 
  Addition, Deletion, or Substitution of Investments. PFL cannot and does not
guarantee that any of the Portfolios will always be available for Premium
Payments, allocations, or transfers. PFL retains the right, subject to any
applicable law, to make certain changes in the Mutual Fund Account and its
investments. PFL reserves the right to eliminate the shares of any Portfolio
held by a Subaccount and to substitute shares of another Portfolio of the
Underlying Funds, or of another registered open-end management investment
company for the shares of any Portfolio, if the shares of the Portfolio are no
longer available for investment or if, in PFL's judgment, investment in any
Portfolio would be inappropriate in view of the purposes of the Mutual Fund
Account. To the extent required by the 1940 Act, substitutions of shares
attributable to an Owner's interest in a Subaccount will not be made without
prior notice to the Owner and the prior approval of the SEC. Nothing contained
herein shall prevent the Mutual Fund Account from purchasing other securities
for other series or classes of variable annuity policies, or from effecting an
exchange between series or classes of variable annuity policies on the basis
of requests made by Owners.
   
  New Subaccounts may be established when, in the sole discretion of PFL,
marketing, tax, investment or other conditions warrant. Any new Subaccounts
may be made available to existing Owners on a basis to be determined by PFL.
Each additional Subaccount will purchase shares in a mutual fund portfolio or
other investment vehicle. PFL may also eliminate one or more Subaccounts if,
in its sole discretion, marketing, tax, investment or other conditions warrant
such change. In the event any Subaccount is eliminated, PFL will notify Owners
and request a reallocation of the amounts invested in the eliminated
Subaccount. If no such reallocation is provided by the Owner, PFL will
reinvest the amounts invested in the eliminated Subaccount in the Subaccount
that invests in the TCW Money Market Portfolio (or in a similar portfolio of
money market instruments).     
 
  In the event of any such substitution or change, PFL may, by appropriate
endorsement, make such changes in the Policies as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if deemed to
be in the best interests of persons having voting
 
                                    - 22 -
<PAGE>
 
rights under the Policies, the Mutual Fund Account may be (i) operated as a
management company under the 1940 Act or any other form permitted by law, (ii)
deregistered under the 1940 Act in the event such registration is no longer
required or (iii) combined with one or more other separate accounts. To the
extent permitted by applicable law, PFL also may transfer the assets of the
Mutual Fund Account associated with the Policies to another account or
accounts.
   
THE FIXED ACCOUNT     
   
  This Prospectus is generally intended to serve as a disclosure document only
for the Policy and the Mutual Fund Account. In addition, all Policies issued
before May 1, 1996, and Policies issued on or after that date but issued under
a form other than AV265 101 89 396 do not contain a Fixed Account. For
complete details regarding any applicable Fixed Account, see the Policy
itself.     
   
  Premium Payments allocated and amounts transferred to the Fixed Account
become part of the general account of PFL, which supports insurance and
annuity obligations. Interests in the general account have not been registered
under the Securities Act of 1933 (the "1933 Act"), nor is the general account
registered as an investment company under the 1940 Act. Accordingly, neither
the general account nor any interests therein are generally subject to the
provisions of the 1933 or 1940 Acts and PFL has been advised that the staff of
the SEC has not reviewed the disclosures in this Prospectus which relate to
the fixed portion.     
   
  The Fixed Account is made up of all the general assets of PFL, other than
those in the Mutual Fund Account or in any other segregated asset account. The
Policy Owner may allocate Premium Payments to the Fixed Account at the time of
Premium Payment or by subsequent transfers from the Mutual Fund Account.
Instead of the Policy Owner bearing the investment risk, as is the case for
Annuity Purchase Value in the Mutual Fund Account, PFL bears the full
investment risk for all Annuity Purchase Value in the Fixed Account. PFL has
sole discretion to invest the assets of its general account, including the
Fixed Account, subject to applicable law.     
   
  Premium Payments applied to and any amounts transferred to the Fixed Account
will reflect a fixed interest rate. The interest rates PFL sets will be
credited for increments of at least one year measured from each premium
payment or transfer date. These rates will never be less than an effective
annual interest rate of 3%.     
   
  Guaranteed Periods. PFL may offer optional guaranteed interest rate periods
("Guaranteed Period Options") into which Premium Payments may be paid or
amounts transferred. For example, PFL may offer Guaranteed Period Options
("GPO's") for periods of 1, 3, or 5 years from time to time. The current
interest rate PFL sets for funds entering each GPO will be guaranteed until
the end of that GPO's Guaranteed Period. At the end of the Guaranteed Period,
the Premium Payment or amount transferred into the GPO less any withdrawals or
transfers from that GPO, including the effect of any Excess Interest
Adjustment due to withdrawals or transfers prior to the end of a Guaranteed
Period, plus accrued interest, will be rolled into a new GPO(s).     
 
 
                                    - 23 -
<PAGE>
 
   
  The Policy Owner may choose the GPO(s) in which the Owner wants the funds
placed by giving PFL notice within 30 days before the end of the expiring
GPO's Guaranteed Period. In the absence of such election, the new GPO's
Guaranteed Period will be the same as the expiring GPO's Guaranteed Period
unless that GPO is no longer offered, in which case, the next shorter GPO
offered will be used. PFL reserves the right, for new Premium Payments,
transfers, or rollovers, to offer or not to offer any GPO except that PFL will
always offer at least a one-year GPO.     
   
  Withdrawals and transfers from a Guaranteed Period Option prior to the end
of the Guaranteed Period are subject to an Excess Interest Adjustment as
described below at page 32.     
   
  PFL guarantees that, at any time prior to the Annuity Commencement Date, the
amount in the Fixed Account allocable to a particular Policy will be not less
than the amount of the Premium Payments allocated or transferred to the Fixed
Account, plus interest at the rate of 3% per year, plus any excess interest
credited to amounts in the Fixed Account, less any applicable premium or other
taxes allocable to the Fixed Account, and less any amounts deducted from the
Fixed Account in connection with partial surrenders or transfers to the Mutual
Fund Account.     
   
  The Current Interest Rates will be determined by PFL in its sole discretion.
       
  For purposes of crediting interest, the oldest Premium Payment or transfer
into a Guaranteed Period Option within the Fixed Account, plus interest
allocable to that Premium Payment or transfer, is considered to be withdrawn
or transferred out first; the next oldest Premium Payment plus interest is
considered to be transferred out next, and so on (this is a "first-in, first-
out" procedure). The Owner of a Policy with a Fixed Account bears the risk
that PFL will not credit interest in excess of 3% per year.     
   
  Dollar Cost Averaging Fixed Account Option. PFL may offer a Dollar Cost
Averaging Fixed Account Option separate from the GPO(s). This option will have
a one-year interest rate guarantee and will only be available under a Dollar
Cost Averaging (DCA) program (see "Dollar Cost Averaging" p. 26.)     
   
  Prior to the Annuity Commencement Date, no transfers, except through DCA,
will be allowed from the DCA Fixed Account. DCA transfers must begin within 30
days after the Premium Payment or transfer to the DCA Fixed Account. Transfers
must be scheduled for at least six but not more than 24 months, or for at
least four, but not more than eight quarters. No changes to the amount
transferred will be allowed, but changes can be made to the Subaccounts to
which these transfers are allocated. DCA transfers from the DCA Fixed Account
will not be subject to an Excess Interest Adjustment.     
 
TRANSFERS
   
  An Owner can transfer Annuity Purchase Value from one Investment Option to
another within certain limits.     
 
 
                                    - 24 -
<PAGE>
 
   
  Subject to the limitations and restrictions described below, transfers from
an Investment Option may be made, up to thirty days prior to the Annuity
Commencement Date, by sending Written Notice, signed by the Policy Owner, to
the Administrative and Service Office. The minimum amount which may be
transferred is the lesser of $500 or the entire Subaccount or GPO Value. If
the Subaccount or GPO Value remaining after a transfer is less than $500, PFL
reserves the right, at its discretion, either to deny the transfer request or
to include that amount as part of the transfer.     
   
  If the Excess Interest Adjustment (at the time of a transfer request) from
any GPO is a negative adjustment, then the maximum amount that can be
transferred is 25% of that GPO's Annuity Purchase Value, less amounts
previously transferred out of that GPO during the current Policy Year. No
maximum will apply to amounts transferred from any GPO if the Excess Interest
Adjustment is a positive adjustment at the time of transfer.     
   
  Transfers currently may be made without charge as often as the Owner wishes,
subject to the minimum amount specified above (PFL reserves the right to limit
these transfers to no more than 12 per Policy Year in the future, or to charge
up to $10 for any transfer in excess of 12 per Policy Year).     
   
  Transfers out of the Dollar Cost Averaging Fixed Account, except through
Dollar Cost Averaging, are not allowed.     
   
  For Policies issued under form number AV 265 101 89 396, transfers out of a
Guaranteed Period Option prior to the end of the Guaranteed Period are subject
to an Excess Interest Adjustment, which could increase or decrease the amount
available to transfer. After the Annuity Commencement Date, transfers out of
the Fixed Account are not permitted.     
   
  Transfers among the Subaccounts of the Mutual Fund Account may also be made
after the Annuity Commencement Date. See "Reallocation of Policy Values After
the Annuity Commencement Date" in the Statement of Additional Information.
    
  Transfers may be made by telephone, subject to the provisions described
below under "Telephone Transactions".
   
REINSTATEMENTS     
   
  Requests are sometimes received by PFL to reinstate funds which had been
transferred to another company via a Section 1035 exchange or trustee to
trustee transfer. In this situation PFL will require the Owner to replace the
same total amount of money in the applicable Subaccounts and/or Fixed Accounts
as was taken from them to effect the Exchange. The total dollar amount of
funds reapplied to the Separate Account will be used to purchase a number of
units available for each Subaccount based on the unit prices at the date of
Reinstatement (within two days of the date the funds are     
 
                                    - 25 -
<PAGE>
 
   
received by PFL). It should be noted that the number of units available on the
Reinstatement date may be more or less than the number surrendered for the
Exchange. Amounts reapplied to the Fixed Account will receive the interest
rate they would otherwise have received, had they not been withdrawn. However,
an adjustment will be made to the amount reapplied to compensate PFL for the
additional interest credited during the period of time between the withdrawal
and the reapplication of the funds. Owners should consult a qualified tax
adviser concerning the tax consequences of any Section 1035 exchanges or
reinstatements.     
 
TELEPHONE TRANSACTIONS
   
  Owners (or their designated account executive) may make transfers and/or
change the allocation of subsequent premium payments by telephone if the
"Telephone Transfer/Reallocation Authorization" box in the application has
been checked or telephone transfers have been subsequently authorized in
writing. PFL and/or the Administrative and Service Office will not be liable
for following instructions communicated by telephone that it reasonably
believes to be genuine. However, PFL and/or the Administrative and Service
Office will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. If PFL and/or the Administrative and
Service Office fails to do so, it may be liable for any losses due to
unauthorized or fraudulent instructions. All telephone requests will be
recorded on voice recorder equipment for the protection of the Owner. An
Owner, when making telephone requests may be required to provide their social
security number and/or other information for identification purposes.     
 
  Telephone requests must be received at the Administrative and Service Office
no later than 3:00 p.m. Central time in order to assure same day pricing of
the transaction.
   
  The telephone transaction privilege may be discontinued at any time as to
some or all Owners and PFL may require written confirmation of a transaction
request at its discretion.     
   
DOLLAR COST AVERAGING (DCA)     
   
  Under the Dollar Cost Averaging program, prior to the Annuity Commencement
Date, the Policy Owner can instruct PFL to automatically transfer a dollar
amount specified by the Policy Owner from the DCA Fixed Account Option, the
TCW Money Market Subaccount or the Dreyfus U.S. Government Securities
Subaccount to any other Subaccount or Subaccounts of the Mutual Fund Account.
PFL may, at its discretion offer the Policy Owner the option to transfer
interest earned in any of the Guaranteed Period Options to any Subaccount(s)
of the Mutual Fund Account. No Excess Interest Adjustment will apply to
transfers of interest. The automatic transfers can occur monthly or quarterly
and will occur on the 28th day of the month. If the DCA request is received
prior to the 28th day of any month, the first transfer will occur on the 28th
day of that month. If the DCA request is received on or after the 28th day of
any month, the first transfer will occur on the 28th day of the following
month. The amount transferred each time     
 
                                    - 26 -
<PAGE>
 
   
must be at least $500. A minimum of six monthly or four quarterly transfers
are required, and a maximum of 24 monthly or eight quarterly transfers are
allowed from the DCA Fixed Account.     
   
  Dollar Cost Averaging results in the purchase of more Units when the Unit
Value is low, and fewer units when the Unit Value is high. However, there is
no guarantee that the Dollar Cost Averaging program will result in higher
Annuity Purchase Values or will otherwise be successful.     
   
  The Policy Owner may request Dollar Cost Averaging when purchasing the
Policy or at a later date. Otherwise, the program will terminate when the
amount in the DCA Fixed Account, the TCW Money Market Subaccount or the
Dreyfus U.S. Government Securities Subaccount is insufficient for the next
transfer, at which time the entire remaining balance is transferred.     
   
  Except for DCA transfers from the DCA Fixed Account Option, the Owner may
increase or decrease the amount of the transfers by sending PFL a new Dollar
Cost Averaging form. The Owner may discontinue the program at any time by
sending a Written Notice to the Administrative and Service Office. The minimum
number of transfers (6 monthly or 4 quarterly) requirement must be satisfied
each time the DCA program is restarted following termination of the program
for any reason. There is no charge for this program.     
   
ASSET REBALANCING     
   
  Prior to the Annuity Commencement Date the Policy Owner may instruct PFL to
automatically transfer amounts among the Subaccounts of the Mutual Fund
Account on a regular basis to maintain a desired allocation of the Annuity
Purchase Value among the various Subaccounts offered. Rebalancing will occur
on a monthly, quarterly, semi-annual, or annual basis, beginning on a date
selected by the Policy Owner. The Policy Owner must select the percentage of
the Annuity Purchase Value desired in each of the various Subaccounts offered
(totaling 100%). Any amounts in the Fixed Account are ignored for purposes of
asset rebalancing. Rebalancing may be started, stopped, or changed at any
time, except that rebalancing will not be available when:     
     
  (1) Dollar Cost Averaging is in effect; or     
     
  (2) any other transfer is requested.     
 
                                  THE POLICY
   
  The Endeavor Platinum Variable Annuity Policy is a Flexible Premium Variable
Annuity Policy. The rights and benefits under the Policy are summarized below;
however, the description of the Policy contained in this Prospectus is
qualified in its entirety by reference to the Policy itself, a copy of which
is available upon request from PFL. The Policy may be purchased on a non-tax
qualified basis ("Nonqualified Policy"). The Policy may also be purchased and
used in connection with retirement plans or individual     
 
                                    - 27 -
<PAGE>
 
retirement accounts that qualify for favorable federal income tax treatment
("Qualified Policy").
 
POLICY APPLICATION AND ISSUANCE OF POLICIES
 
  Before it will issue a Policy, PFL must receive a completed Policy
application or transmittal form and a minimum initial Premium Payment of
$25,000. A Policy ordinarily will be issued only in respect of Annuitants and
Owners Age 0 through 80. Acceptance or declination of an application shall be
based on PFL's underwriting standards, and PFL reserves the right to reject
any application or Premium Payment based on those underwriting standards.
   
  If the application or transmittal form can be accepted in the form received,
the initial Premium Payment will be credited to the Annuity Purchase Value
within two Business Days after the later of receipt of the information needed
to issue the Policy or receipt of the initial Premium Payment. If the initial
Premium Payment cannot be credited because the application or other issuing
requirements are incomplete, the applicant will be contacted within five
Business Days and given an explanation for the delay and the initial Premium
Payment will be returned at that time unless the applicant consents to PFL's
retaining the initial Premium Payment and crediting it as soon as the
necessary requirements are fulfilled.     
   
  The date on which the initial Premium Payment is credited to the Annuity
Purchase Value is the Policy Date. The Policy Date is the date used to
determine Policy Years and Policy Anniversaries.     
 
PREMIUM PAYMENTS
   
  All initial Premium Payment checks or drafts should be made payable to PFL
Life Insurance Company and sent to the Administrative and Service Office.
Subsequent Additional Premium Payments should also be sent to the
Administrative and Service Office. The Death Benefit will not take effect
until the check or draft for the Premium Payment is honored.     
 
  Initial Premium Payment. The minimum initial Premium Payment that PFL
currently will accept under a Policy is $25,000. PFL reserves the right to
increase or decrease this amount for a class of Policies issued after some
future date. The initial Premium Payment is the only Premium Payment required
to be paid under a Policy.
   
  Subsequent Additional Premium Payments. While the Annuitant is living and
prior to the Annuity Commencement Date, the Owner may make Subsequent
Additional Premium Payments at any time, and in any frequency. The minimum
Subsequent Additional Premium Payment under both a Nonqualified Policy and a
Qualified Policy is $50 including payments through automatic deduction.
Subsequent Additional Premium Payments will be credited to the Policy and
added to the Annuity Purchase Value as of the Business Day when the premium
and required information are received (at the Administrative and Service
Office).     
 
                                    - 28 -
<PAGE>
 
   
  Maximum Total Premium Payments. The maximum total Premium Payments allowed
without prior approval of PFL is $1,000,000.     
   
  Allocation of Premium Payments. An Owner must allocate Premium Payments to
one or more of the Investment Options. The Owner must specify the initial
allocation in the Policy application or transmittal form. This allocation will
be used for Subsequent Additional Premium Payments unless the Owner requests a
change of allocation. All allocations must be made in whole percentages and
must total 100%. If the Owner fails to specify how Premium Payments are to be
allocated, the Premium Payment(s) cannot be accepted.     
   
  The Owner may change the allocation instructions for future Subsequent
Additional Premium Payments by sending Written Notice, signed by the Owner, to
PFL's Administrative and Service Office, or by telephone (subject to the
provisions described under "Telephone Transactions," p. 26). The allocation
change will apply to Premium Payments received after the date the Written
Notice or telephone request is received.     
 
  Payment Not Honored by Bank. Any payment due under the Policy which is
derived, all or in part, from any amount paid to PFL by check or draft may be
postponed until such time as PFL determines that such instrument has been
honored.
   
ANNUITY PURCHASE VALUE     
   
  On the Policy Date, the Annuity Purchase Value equals the initial Premium
Payment. Thereafter, the Annuity Purchase Value equals the sum of the Values
in the Mutual Fund Account and the Fixed Account. The Annuity Purchase Value
will increase by (1) any Subsequent Additional Premium Payments received by
PFL; (2) any increases in the Annuity Purchase Value due to investment results
of the selected Subaccount(s); (3) any positive Excess Interest Adjustments on
transfers; and (4) interest credited in the Fixed Account. The Annuity
Purchase Value will decrease by (1) any surrenders including applicable Excess
Interest Adjustments; (2) any decreases in the Annuity Purchase Value due to
investment results of the selected Subaccounts; (3) the charges imposed by
PFL; and (4) any negative Excess Interest Adjustments on transfers.     
   
  The Annuity Purchase Value is expected to change from Valuation Period to
Valuation Period, reflecting the investment experience of the selected
Subaccount(s), as well as the deductions for charges. A Valuation Period is
the period between successive Business Days. It begins at the close of
business on each Business Day and ends at the close of business on the next
succeeding Business Day. A Business Day is each day that both the New York
Stock Exchange and the Administrative and Service Office are open for
business. Holidays are generally not Business Days.     
   
  The Mutual Fund Account Value. When a Premium Payment is allocated or an
amount is transferred to a Subaccount of the Mutual Fund     
 
                                    - 29 -
<PAGE>
 
   
Account, it is credited to the Annuity Purchase Value in the form of
Accumulation Units. Each Subaccount of the Mutual Fund Account has a distinct
Accumulation Unit value (the "Unit Value"). The number of units credited is
determined by dividing the Premium Payment or amount transferred by the Unit
Value of the Subaccount as of the end of the Valuation Period during which the
allocation is made. When amounts are transferred out of, or surrendered or
withdrawn from a Subaccount, units are canceled or redeemed in a similar
manner.     
 
  For each Subaccount, the Unit Value for a given Business Day is based on the
net asset value of a share of the corresponding Portfolio of the Underlying
Funds. Therefore, the Unit Values will fluctuate from day to day based on the
investment experience of the corresponding Portfolio. The determination of
Subaccount Unit Values is described in detail in the Statement of Additional
Information.
   
ADJUSTED ANNUITY PURCHASE VALUE (AAPV)     
   
  The Adjusted Annuity Purchase Value is the Annuity Purchase Value increased
or decreased by any Excess Interest Adjustment.     
   
  The AAPV will be used on the Annuity Commencement Date to provide the amount
of annuity payments under a Policy.     
 
NON-PARTICIPATING POLICY
 
  The Policy does not participate or share in the profits or surplus earnings
of PFL. No dividends are payable on the Policy.
 
                        DISTRIBUTIONS UNDER THE POLICY
 
SURRENDERS
   
  Prior to the Annuity Commencement Date the Owner may surrender all or a
portion of the Cash Value in exchange for a cash withdrawal payment from PFL.
The Cash Value is the Adjusted Annuity Purchase Value less any applicable
premium taxes. The Policy cannot be surrendered after the Annuity Commencement
Date. (See "Annuity Payment Options," p. 34).     
          
  When requesting a partial withdrawal ($500 minimum), the Owner must tell PFL
how the withdrawal is to be allocated among various Guaranteed Period Options
of the Fixed Account and/or the Subaccount(s) of the Mutual Fund Account. If
the Owner's request for a partial withdrawal from a Guaranteed Period Option
of the Fixed Account is greater than the Cash Value of that Guaranteed Period
Option, PFL will pay the Owner the amount of the Cash Value of that Guaranteed
Period Option. If no allocation instructions are given, the withdrawal will be
deducted from each Investment Option in the same proportion that the Policy
Owner's interest in each Investment Option bears to the Policy's total Annuity
Purchase Value.     
   
  Surrenders from the Fixed Account may be delayed for up to six months.     
 
                                    - 30 -
<PAGE>
 
   
  Beginning in the second Policy Year, an Owner may surrender up to 10% of the
Annuity Purchase Value without an Excess Interest Adjustment (EIA) if no
withdrawal has been made in the current Policy Year ("adjustment free
withdrawals"). Amounts withdrawn from the Policy in excess of this free
withdrawal amount or withdrawn in the same Policy Year as a previous
withdrawal (and all surrenders in the first Policy Year) are subject to the
EIA. An EIA will not be assessed if the withdrawal is necessary to meet the
minimum distribution requirements for that Policy specified by the IRS for tax
qualified plans.     
   
  Withdrawals free of Excess Interest Adjustments will reduce the Annuity
Purchase Value by the amount withdrawn. Amounts requested in excess of the
portion that is free of adjustments are Excess Partial Withdrawals. Excess
Partial Withdrawals will reduce the Annuity Purchase Value by an amount equal
to (X - Y) where:     
     
  X = Excess Partial Withdrawal     
     
  Y = Excess Interest Adjustment = (X) X (G - C) X (M/12) where G, C, and M
      are defined in the Excess Interest Adjustment Section.     
            
  For a discussion of the Excess Interest Adjustment, see "Excess Interest
Adjustment" below.     
   
  Since the Owner assumes the investment risk with respect to Premium Payments
allocated to the Mutual Fund Account, and because withdrawals are subject to
an Excess Interest Adjustment, and possibly premium taxes, the total amount
paid upon total surrender of the Cash Value (taking any prior surrenders into
account) may be more or less than the total Premium Payments made. Following a
surrender of the total Cash Value, or at any time the Annuity Purchase Value
is zero, all rights of the Owner and Annuitant will terminate.     
   
  In addition to the Excess Interest Adjustment and any applicable premium
taxes, surrenders may be subject to income taxes and, if prior to age 59 1/2,
a ten percent penalty tax. (See "Certain Federal Income Tax Consequences," p.
43.)     
   
NURSING CARE AND TERMINAL CONDITION WAIVER     
   
  For Policies issued with form number AV265 101 89 396 or with Endorsement AE
900 396 or a similar endorsement (depending on the state of issuance), the EIA
and partial withdrawals adjustment as described in the Guaranteed Minimum
Death Benefit calculation, are not imposed on partial or complete surrenders
if the Owner: 1) has been confined in a hospital or nursing facility for 30
consecutive days or 2) has been diagnosed as having a terminal condition as
defined in the endorsement. (This benefit is not available in all states--see
the Policy endorsement for details.)     
       
          
EXCESS INTEREST ADJUSTMENT (EIA)     
   
  Only Policies issued on or after May 1, 1996 and under form number AV265 101
89 396 are subject to the EIA, if applicable.     
   
  Full surrenders, partial withdrawals and transfers from the Fixed Account
Guaranteed Periods will be subject to an Excess Interest Adjustment except as
provided for under "Surrenders" above or "Systematic Payout Plan," below.     
 
                                    - 31 -
<PAGE>
 
   
Excess Interest Adjustment = S X (G-C) X (M/12)     
   
where:  S is the gross amount (i.e. before premium taxes, if any) being
        surrendered or withdrawn that is subject to the Excess Interest
        Adjustment.     
           
        G is the guaranteed interest rate applicable to S.     
           
        C is the current guaranteed interest rate then being offered on new
        Policies for the next longer option period than "M". If this Policy
        form or such an option period is no longer offered, "C" will be the
        U.S. Treasury rate for the next longer maturity (in whole years) than
        "M" on the 25th day of the previous calendar month, plus up to 2%.     
           
        M is the number of months remaining in the option period for S,
        rounded up to the next higher whole number of months.     
   
  Generally, if G is lower than C, the application of the EIA (a negative EIA
in this case) will result in a lower payment upon surrender. Conversely, if G
is higher than C, the application of the EIA (a positive EIA in this case)
will result in a higher payment upon surrender.     
   
  Upon transfer or withdrawal from any Guaranteed Period Option, or upon full
surrender of the Policy, the EIA for each Guaranteed Period Option will not
reduce the Adjusted Annuity Purchase Value or that Guaranteed Period Option
below the amount paid into, less any prior withdrawals and transfers from that
Guaranteed Period Option, plus interest at the 3% guaranteed effective annual
interest rate.     
   
  The formula for calculating the EIA and examples of the application of the
EIA are set forth in Appendix A to this Prospectus.     
   
SYSTEMATIC PAYOUT OPTION     
   
  Under the Systematic Payout Option, Policy Owners can instruct PFL to make
automatic payments to them monthly, quarterly, semi-annually or annually from
a specified Subaccount. Monthly and quarterly payments can only be sent by
electronic funds transfer directly to a checking or savings account. The
minimum payment is $50.00. The maximum payment is 10% of the Annuity Purchase
Value at the time the Systematic Payout is elected divided by the number of
payments made per year (e.g. 12 for monthly). If this amount is below the
minimum distribution requirements for that policy specified by the IRS for tax
qualified plans, the maximum payment will be increased to this minimum
required distribution amount. The "Request for Systematic Payout" form must
specify a date for the first payment, which must be at least 30 days but not
more than one year after the form is submitted (i.e., Systematic Payouts will
start at the end of the payment mode selected, but not earlier than 30 days
from the date of request).     
   
  The EIA will be waived for Policy Owners under age 59 1/2 of Qualified
Policies if they take Systematic Payouts using one of the payout methods
described in I.R.S. Notice 89-25, Q&A-12 (the Life Expectancy Recalculation
Option, Amortization, or Annuity Factor) which generally require payments for
life or life expectancy. These payments must be continued until the later     
 
                                    - 32 -
<PAGE>
 
   
of age 59 1/2 or five years from their commencement. No additional withdrawals
may be taken during this time. For Qualified Policies, Policy Owners age 59
1/2 or older, the EIA will be waived if payments are made using the Life
Expectancy Recalculation Option.     
   
  In addition, for either Qualified or Nonqualified Policies, the EIA will not
be imposed on Systematic Payouts.     
   
  Qualified Policies are subject to complex rules with respect to restrictions
on and taxation of distributions, including the applicability of penalty
taxes. In addition, the tax treatment of systematic payouts from Nonqualified
Policies has had an unfavorable ruling regarding the ability to avoid the 10%
penalty tax. Therefore, the Policy Owner should consult a qualified tax
adviser before requesting a Systematic Payout. In certain circumstances
withdrawn amounts may be included in the Policy Owner's gross income. (See
"Certain Federal Income Tax Consequences," p. 43.)     
 
ANNUITY PAYMENTS
   
  Annuity Commencement Date. Unless the Annuity Commencement Date is changed,
Annuity Payments under a Policy will begin on the Annuity Commencement Date
which is selected by the Policy Owner at the time the Policy is applied for.
The Annuity Commencement Date may be changed from time to time by the Policy
Owner by Written Notice to PFL, provided that notice of each change is
received by PFL at its Administrative and Service Office at least thirty (30)
days prior to the then current Annuity Commencement Date. Except as otherwise
permitted by PFL, a new Annuity Commencement Date must be a date which is: (1)
at least thirty (30) days after the date notice of the change is received by
PFL; and (2) not later than the last day of the Policy month starting after
the Annuitant attains age 85. In no event will an Annuity Commencement Date be
permitted to be later than the last day of the month following the month in
which the Annuitant attains age 95. The Annuity Commencement Date may also be
changed by the Beneficiary's election of the Annuity Option after the
Annuitant's death.     
   
  Election of Payment Option. During the lifetime of the Annuitant and prior
to the Annuity Commencement Date, the Policy Owner may choose an Annuity
Payment Option or change the election, but Written Notice of any election or
change of election must be received by PFL at its Administrative and Service
Office at least thirty (30) days prior to the Annuity Commencement Date. If no
election is made prior to the Annuity Commencement Date, Annuity Payments will
be made (i) under Option 3, life income with level payments for 10 years
certain, using the existing Adjusted Annuity Purchase Value of the Fixed
Account, or (ii) under Option 3-V, life income with variable payments for 10
years certain, using the existing Adjusted Annuity Purchase Value of the
Mutual Fund Account, or (iii) in a combination of (i) and (ii). If the
Adjusted Annuity Purchase Value on the Annuity Commencement Date is less than
$2000, PFL reserves the right to pay it in one lump sum in lieu of applying it
under an Annuity Payment Option.     
 
  Prior to the Annuity Commencement Date, the Beneficiary may elect to receive
the Death Benefit in a lump sum or under one of the Payment
 
                                    - 33 -
<PAGE>
 
   
Options, to the extent allowed by law and subject to the terms of any
settlement agreement. (See "Death Benefit," p. 37.)     
 
  Annuity Payments will be made on either a fixed basis or a variable basis as
selected by the Policy Owner (or the Beneficiary, after the Annuitant's
death).
 
  The person who elects a Payment Option can also name one or more successor
payees to receive any unpaid amount PFL has at the death of a payee. Naming
these payees cancels any prior choice of a successor payee.
 
  A payee who did not elect the Payment Option does not have the right to
advance or assign payments, take the payments in one sum, or make any other
change. However, the payee may be given the right to do one or more of these
things if the person who elects the option tells PFL in writing and PFL
agrees.
 
  Unless the Policy Owner specifies otherwise, the payee shall be the
Annuitant, or, after the Annuitant's death, the Beneficiary. PFL may require
written proof of the age of any person who has an annuity purchased under
Option 3, 3-V, 5 or 5-V.
 
  Premium Tax. PFL may be required by state law to pay premium tax on the
amount applied to a payment option or upon withdrawal. If so, PFL will deduct
the premium tax before applying or paying the proceeds.
 
  Supplementary Policy. Once proceeds become payable and a choice has been
made, PFL will issue a Supplementary Policy in settlement of the option
elected under the Policy setting forth the terms of the option elected. The
Supplementary Policy will name the payees and will describe the payment
schedule.
 
ANNUITY PAYMENT OPTIONS
   
  The Policy provides five Payment Options which are described below. Three of
these are offered as either "Fixed Payment Options" or "Variable Payment
Options," and two are only available as Fixed Payment Options. The Policy
Owner may elect a Fixed Payment Option, a Variable Payment Option, or a
combination of both. If the Policy Owner elects a combination, he must specify
what part of the Policy proceeds are to be applied to the Fixed and Variable
Options (and he must also specify which Subaccount(s) for the Variable
Options).     
 
  NOTE CAREFULLY: Under Payment Options 3(1), 3-V(1), 5, and 5(V) it would be
possible for only one Annuity Payment to be made if the Annuitant(s) were to
die before the due date of the second Annuity Payment; only two Annuity
Payments if the Annuitant(s) were to die before the due date of the third
Annuity Payment; and so forth.
   
  On the Annuity Commencement Date, the Policy's Adjusted Annuity Purchase
Value will be applied to provide for Annuity Payments under the selected
Annuity Option as specified. The Adjusted Annuity Purchase Value     
 
                                    - 34 -
<PAGE>
 
   
is the Annuity Purchase Value for the Valuation Period which ends immediately
preceding the Annuity Commencement Date, including the effect of any
applicable Excess Interest Adjustment, and reduced by any applicable premium
or similar taxes.     
   
  The effect of choosing a Fixed Annuity Option is that the amount of each
payment will be set on the Annuity Commencement Date and will not change. If a
Fixed Annuity Option is selected, the Adjusted Annuity Purchase Value will be
transferred to the general account of PFL, and the Annuity Payments will be
fixed in amount by the fixed annuity provisions selected and the age and sex
(if consideration of sex is allowed) of the Annuitant. For further
information, contact PFL at its Administrative and Service Office.     
   
  Guaranteed Values. There are five Fixed Annuity Options. Options 1, 2 and 4
are based on a guaranteed interest rate of 3%. Options 3 and 5 are based on a
guaranteed interest rate of 3% using the "1983 Table a" (male, female, and
unisex if required by law) mortality table improved to the year 2000 with
projection scale G. ("The 1983 Table a" mortality rates are adjusted based on
improvements in mortality since 1983 to more appropriately reflect increased
longevity. This is accomplished using a set of improvement factors referred to
as projection scale G.)     
 
  Option 1--Interest Payments. The policy proceeds may be left with PFL for
any term agreed to. PFL will pay the interest in equal payments or it may be
left to accumulate. Withdrawal rights will be agreed upon by the Owner and PFL
when the option is elected.
 
  Option 2--Income for a Specified Period. Level payments of the proceeds with
interest are made for the fixed period elected, at which time the funds are
exhausted.
 
  Option 3--Life Income. An election may be made between:
 
    1. "No Period Certain"--Level payments will be made during the
       lifetime of the Annuitant.
 
    2. "10 Years Certain"--Level Payments will be made for the longer of
       the Annuitant's lifetime or ten years.
 
    3. "Guaranteed Return of Policy Proceeds"--Level payments will be
       made for the longer of the Annuitant's lifetime or the number of
       payments which, when added together, equals the proceeds applied
       to the income option.
 
  Option 4--Income of a Specified Amount. Payments are made for any specified
amount until the proceeds with interest are exhausted.
 
  Option 5--Joint and Survivor Annuity. Payments are made during the joint
lifetime of the payee and a joint payee of the Owner's selection. Payments
will be made as long as either person is living.
 
  Other options may be arranged by agreement with PFL. Certain options may not
be available in some states.
 
  Current immediate annuity rates for the same class of annuities will be used
if higher than the guaranteed amount (guaranteed amounts are based
 
                                    - 35 -
<PAGE>
 
upon the tables contained in the Policy). Current amounts may be obtained from
PFL.
   
  Variable Payment Options. The dollar amount of the first Variable Annuity
Payment will be determined in accordance with the annuity payment rates set
forth in the applicable table contained in the Policy. The tables are based on
a 5% effective annual Assumed Investment Return and the "1983 Table a" (male,
female, and unisex if required by law) mortality table improved to the year
2000 with projection Scale G. ("The 1983 Table a" mortality rates are adjusted
based on improvements in mortality since 1983 to more appropriately reflect
increased longevity. This is accomplished using a set of improvement factors
referred to as projection scale G.) The dollar amount of every subsequent
Variable Annuity Payment will vary based on the investment performance of the
Subaccount of the Mutual Fund Account selected by the Annuitant or
Beneficiary. If the actual investment performance exactly matched the Assumed
Investment Return of 5% at all times, the amount of each Variable Annuity
Payment would remain equal. If actual investment performance exceeds the
Assumed Investment Return, the amount of the payments would increase.
Conversely, if actual investment performance is worse than the Assumed
Investment Return, the amount of the payments would decrease.     
   
  Determination of the First Variable Payment. The amount of the first
variable payment depends upon the sex (if consideration of sex is allowed) and
adjusted age of the Annuitant. The adjusted age is the Annuitant's actual age
nearest birthday, at the Annuity Commencement Date, adjusted as follows:     
 
<TABLE>
<CAPTION>
     ANNUITY COMMENCEMENT DATE   ADJUSTED AGE
     -------------------------   ------------
     <S>                         <C>
     Before 2001                 Actual Age
     2001-2010                   Actual Age minus 1
     2011-2020                   Actual Age minus 2
     2021-2030                   Actual Age minus 3
     2031-2040                   Actual Age minus 4
     After 2040                  As determined by PFL
</TABLE>
   
  This adjustment assumes an increase in life expectancy, and therefore it
results in lower payments than without such an adjustment.     
 
  The following Variable Payment Options generally are available:
 
  Option 3-V--Life Income. An election may be made between:
 
    1. "No Period Certain"--Payments will be made during the lifetime of
       the Annuitant.
 
    2. "10 Years Certain"--Payments will be made for the longer of the
       Annuitant's lifetime or ten years.
           
  Option 5-V--Joint and Survivor Annuity. Payments are made as long as either
the Annuitant or the joint Annuitant is living.
 
  Certain options may not be available in some states.
 
 
                                    - 36 -
<PAGE>
 
  Determination of Subsequent Variable Payments. All Variable Annuity Payments
other than the first are calculated using "Annuity Units" which are credited
to the Policy. The number of Annuity Units to be credited in respect of a
particular Subaccount is determined by dividing that portion of the first
Variable Annuity Payment attributable to that Subaccount by the Annuity Unit
Value of that Subaccount for the Annuity Commencement Date. The number of
Annuity Units of each particular Subaccount credited to the Policy then
remains fixed. The dollar value of variable Annuity Units in the chosen
Subaccount will increase or decrease reflecting the investment experience of
the chosen Subaccount. The dollar amount of each Variable Annuity Payment
after the first may increase, decrease or remain constant, and is equal to the
sum of the amounts determined by multiplying the number of Annuity Units of
each particular Subaccount credited to the Policy by the Annuity Unit Value
for the particular Subaccount on the date the payment is made.
   
  Transfers. A Policy Owner may transfer the value of the Annuity Units from
one Subaccount to another within the Mutual Fund Account or to the Fixed
Account. The minimum amount which may be transferred is the lesser of $10 of
monthly income or the entire monthly income of the variable Annuity Units in
the Subaccount from which the transfer is being made. The remaining Annuity
Units in the Subaccount must provide at least $10 of monthly income. If, after
a transfer, the monthly income of the remaining Annuity Units in a Subaccount
would be less than $10, PFL reserves the right to include those Annuity Units
as part of the transfer. PFL reserves the right to limit transfers between
Subaccounts to once per Policy Year.     
 
                                    *  *  *
   
  A portion or the entire amount of the Annuity Payments may be taxable as
ordinary income. If, at the time the Annuity Payments begin, the Policy Owner
has not provided PFL with a written election not to have federal income taxes
withheld, PFL must by law withhold such taxes from the taxable portion of such
Annuity Payments and remit that amount to the federal government. Withholding
is mandatory for certain Qualified Policies. (See "Certain Federal Income Tax
Consequences," p. 43.)     
   
  Adjustment of Annuity Payments. Payments will be made at 1, 3, 6, or 12
month intervals. If the individual payments provided for would be or become
less than $50, PFL may change, at its discretion, the frequency of payments to
such intervals as will result in payments of at least $50. If the Adjusted
Annuity Purchase Value on the Annuity Commencement Date is less than $2,000,
PFL may pay such value in one sum in lieu of the payments otherwise provided
for.     
          
DEATH BENEFIT     
   
  Death of Annuitant Prior to Annuity Commencement Date. A Death Benefit will
be paid to the Beneficiary if the Annuitant is also the Owner and the Owner
dies prior to the Annuity Commencement Date. The amount of the Death Benefit
will be the greater of a) the Annuity Purchase Value (or     
 
                                    - 37 -
<PAGE>
 
   
the Cash Value, if greater) on the later of the date proof of the Owner's
death and the date an election of the method of settlement are received by
PFL's Administrative and Service Office, or b) the Guaranteed Minimum Death
Benefit ("Guaranteed Minimum Death Benefit") described below.     
   
  For Policies issued under form number AV265 101 89 396 or with Endorsement
AE 872 395, the Owner may choose which Guaranteed Minimum Death Benefit they
desire, either 1) a 5% Compound Death Benefit (except if either the Annuitant
or the Owner is age 75 or older) or 2) an Annual Step-Up Death Benefit.     
   
  The 5% Compound Death Benefit is the total Premium Payments less any
Adjusted Partial Withdrawals plus interest at an effective annual rate of 5%
from the payment or withdrawal date up to the Annuitant's date of death.     
   
  The Annual Step-Up Guaranteed Minimum Death Benefit is the highest Annuity
Purchase Value on any Policy Anniversary prior to the earlier of the date of
death or the Owner's 81st birthday, plus Premium Payments less any Adjusted
Partial Withdrawals since that anniversary. For this purpose, the Date of
Issue will be treated as a Policy Anniversary.     
   
  Under both Death Benefit Options, if the surviving spouse elects to continue
the Policy in lieu of receiving the Death Benefit, an amount equal to the
excess, if any, of the Guaranteed Minimum Death Benefit (i.e., either the
Annual Step-Up Death Benefit or the 5% Compound Death Benefit) over the
Annuity Purchase Value, will then be added to the Annuity Purchase Value. This
amount will be added only once, at the time of such election.     
   
  The 5% Compound Death Benefit is not available if either the Annuitant or
the Owner is age 75 or higher on the Date of Issue; in this case, the Annual
Step-Up Death Benefit will apply. For issue age under age 75, if no choice is
made in the Policy application then the 5% Compound Death Benefit will apply.
       
  After the Date of Issue, an election cannot be made and the Death Benefit
option cannot be changed.     
   
  Adjusted Partial Withdrawal. To determine the Guaranteed Minimum Death
Benefit for each partial withdrawal, the Adjusted Partial Withdrawal is the
sum of (1) and (2), where     
   
(1) The adjustment free withdrawal amount taken and,     
   
(2) the product of (a) times (b) where:     
     
  (a)is the ratio of the amount of the Excess Partial Withdrawal to the
  Annuity Purchase Value on the date of (but prior to) the Excess Partial
  Withdrawal; and     
     
  (b) is the Death Benefit on the date of (but prior to) the Excess Partial
  Withdrawal.     
   
  If a partial withdrawal is taken when the Guaranteed Minimum Death Benefit
exceeds the Annuity Purchase Value, then the partial withdrawal     
 
                                    - 38 -
<PAGE>
 
   
amount used to determine the Guaranteed Minimum Death Benefit will exceed the
amount of the partial withdrawal. In that case, the total proceeds of a
partial withdrawal followed by a Death Benefit could be less than total
Premium Payments.     
   
  For Policies issued on forms other than form number AV265 101 89 396 which
do not contain Endorsement AE 872 395, the Death Benefit will be the greater
of (a) the Annuity Purchase Value, or (b) total Premium Payments less partial
withdrawals as defined above for determining Guaranteed Minimum Death Benefit,
plus interest at a 5% annual rate from the payment or withdrawal date to the
Annuitant's date of death.     
   
  For Policies issued under form number AV265 101 89 396 or with Endorsement
AE 872 395, the Death Benefit is payable if the Annuitant is the Owner and the
Owner dies prior to the Annuity Commencement Date. Note that this Death
Benefit is payable on the death of the Annuitant who is the Owner, not the
death of the Owner, if different (if the Annuitant who is not the Owner dies,
the Owner will become the Annuitant unless the Owner specifically requests on
the Policy application or in writing that the Death Benefit be paid upon the
Annuitant's death and PFL agrees to such election). For Policies issued on
forms other than form number AV265 101 89 396 which do not contain Endorsement
AE 872 395, then the Death Benefit is payable on the Annuitant's death prior
to the Annuity Commencement Date (regardless of whether the Annuitant is also
the Owner). See your Policy form.     
   
  Due Proof of Death of the Annuitant is proof that the Annuitant who is the
Owner died prior to the commencement of Annuity Payments. Upon receipt of this
proof and an election of a method of settlement and return of the Policy, the
Death Benefit generally will be paid within seven days, or as soon thereafter
as PFL has sufficient information about the Beneficiary to make the payment.
The Beneficiary may receive the amount payable in a lump sum cash benefit, or,
subject to any limitation under any state or federal law, rule, or regulation,
under one of the Annuity Payment Options described above, unless a settlement
agreement is effective at the death of the Annuitant preventing such election.
       
  If the Annuitant was the Policy Owner, and the Beneficiary was not the
Annuitant's spouse, the Death Benefit must (1) be distributed within five
years of the date of the deceased Owner's death, or (2) payments under a
Payment Option must begin within one year of the deceased Owner's death and
must be made for the Beneficiary's lifetime or for a period certain (so long
as any certain period does not exceed the Beneficiary's life expectancy).
Death proceeds which are not paid to or for the benefit of a natural person
must be distributed within five years of the date of the deceased Owner's
death. If the sole Beneficiary is the deceased Owner's surviving spouse, such
spouse may elect to continue the Policy as the new Annuitant and Policy Owner
instead of receiving the Death Benefit. (See "Federal Tax Matters" in the
Statement of Additional Information.)     
 
                                    - 39 -
<PAGE>
 
   
  Death On or After Annuity Commencement Date. The death benefit payable on or
after the Annuity Commencement Date depends on the Payment Option selected. If
any Owner dies on or after the Annuity Commencement Date, but before the
entire interest in the Policy is distributed, the remaining portion of such
interest in the Policy will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death.     
 
  Beneficiary. The Beneficiary designation in the application will remain in
effect until changed. The Policy Owner may change the designated Beneficiary
by sending Written Notice to PFL. The Beneficiary's consent to such change is
not required unless the Beneficiary was irrevocably designated or consent is
required by law. (If an irrevocable Beneficiary dies, the Policy Owner may
then designate a new Beneficiary.) The change will take effect as of the date
the Policy Owner signs the Written Notice, whether or not the Policy Owner is
living when the Notice is received by PFL. PFL will not be liable for any
payment made before the Written Notice is received. If more than one
Beneficiary is designated, and the Policy Owner fails to specify their
interests, they will share equally.
 
DEATH OF OWNER
   
  Federal tax law requires that if the Policy Owner (including any joint Owner
or any Successor Policy Owner who has become a current Owner) dies before the
Annuity Commencement Date, then the entire value of the Policy must generally
be distributed within five years of the date of death of the Policy Owner.
Certain rules apply where 1) the spouse of the deceased Owner is the sole
Beneficiary, 2) the Policy Owner is not a natural person and the primary
Annuitant dies or is changed, or 3) any Policy Owner dies after the Annuity
Commencement Date. See "Federal Tax Matters" in the Statement of Additional
Information for a detailed description of these rules. Other rules may apply
to Qualified Policies. (See also "Death Benefit" p. 37.)     
 
RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
 
  Section 36.105 of the Texas Educational Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their interest in a
variable annuity policy issued under the ORP only upon: (1) termination of
employment in the Texas public institutions of higher education;(2)
retirement; or (3) death. Accordingly, a participant in the ORP (or the
participant's estate if the participant has died) will be required to obtain a
certificate of termination from the employer or a certificate of death before
the account can be redeemed.
 
RESTRICTIONS UNDER SECTION 403(B) PLANS
 
  Section 403(b) of the Internal Revenue Code provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. In accordance with the requirements of Section 403(b), any
Policy used for a 403(b) plan will prohibit distributions of elective
contributions and earnings on elective contributions except upon death of
 
                                    - 40 -
<PAGE>
 
the employee, attainment of age 59 1/2, separation from service, disability,
or financial hardship. In addition, income attributable to elective
contributions may not be distributed in the case of hardship.
   
RESTRICTIONS UNDER QUALIFIED POLICIES     
   
  Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under Qualified Policies or under the terms
of the plans in respect of which Qualified Policies are issued.     
 
                            CHARGES AND DEDUCTIONS
 
  No deductions are made from Premium Payments, so that the full amount of
each Premium Payment is invested in one or more of the Accounts. PFL will make
certain charges and deductions in connection with the Policy in order to
compensate it for bearing mortality and expense risks under the Policy and for
administrative and distribution expenses. Charges may also be made for premium
taxes, federal, state or local taxes, or for certain transfers or other
transactions. Charges and expenses are also deducted from the Portfolios.
 
MORTALITY AND EXPENSE RISK CHARGE
   
  PFL imposes a daily charge as compensation for bearing certain mortality and
expense risks in connection with the Policies. This charge is equal to an
effective annual rate of 1.25% of the daily net asset value of a fund Share
held in the Mutual Fund Account for each Subaccount. The Mortality and Expense
Risk Charge is reflected in the Accumulation or Annuity Unit Values for the
Policy for each Subaccount.     
   
  Annuity Purchase Values and Annuity Payments are not affected by changes in
actual mortality experience nor by actual expenses incurred by PFL. The
mortality risks assumed by PFL arise from its contractual obligations to make
Annuity Payments (determined in accordance with the Annuity tables and other
provisions contained in the Policy) and to pay Death Benefits prior to the
Annuity Commencement Date. Thus, Owners are assured that neither an
Annuitant's own longevity nor an unanticipated improvement in general life
expectancy will adversely affect the monthly Annuity payments that the
Annuitant will receive under the Policy.     
   
  PFL also bears substantial risk in connection with the Death Benefit
Guarantee since PFL will pay a Death Benefit equal to the Guaranteed Minimum
Guaranteed Death Benefit (i.e., 5% Compound Death Benefit or Annual Step Up
Death Benefit) if that amount is higher than the Annuity Purchase Value.     
 
  The expense risk assumed by PFL is the risk that PFL's actual expenses in
administering the Policy and the Accounts will exceed the amount recovered
through the Administrative and Policy Maintenance Charges.
 
                                    - 41 -
<PAGE>
 
  If the Mortality and Expense Risk Charge is insufficient to cover PFL's
actual costs, PFL will bear the loss; conversely, if the charge is more than
sufficient to cover costs, the excess will be profit to PFL. PFL expects a
profit from this charge. PFL's expenses for distributing the Policies will be
borne by the general assets of PFL which may include amounts, if any, derived
from the distribution financing charge and, if necessary, the mortality and
expense risk charge. A mortality and expense risk charge is assessed during
the annuity phase for all Variable Payment Options, including those that do
not carry a life contingency.
 
ADMINISTRATIVE CHARGES
   
  In order to cover the costs of administering the Policies and the Accounts,
PFL deducts a Policy Maintenance Charge from the Annuity Purchase Value of
each Policy, and also deducts a daily Administrative Expense Charge from the
assets of each Subaccount of the Mutual Fund Account.     
   
  The annual Policy Maintenance Charge is deducted from the Annuity Purchase
Value of each Policy on each Policy Anniversary prior to the Annuity
Commencement Date. After the Annuity Commencement Date, the charge is not
deducted. This annual Policy Maintenance Charge generally is $35 and it will
not be increased. It will never exceed 2% of the Annuity Purchase Value. For
Policies issued on or after May 1, 1995, either with 1) form number AV265 101
89 396 or with 2) endorsement AE 872 395, this charge is waived if the sum of
the Premium Payments made less the sum of all partial withdrawals is at least
$50,000 on the Policy Anniversary. PFL does not anticipate realizing any
profit from this charge. The Policy Maintenance Charge will be deducted from
each Subaccount in the Mutual Fund Account, in the same proportion that the
Policy Owner's interest in each Subaccount bears to the Annuity Purchase Value
in the Mutual Fund Account.     
   
  PFL also deducts a daily Administrative Expense Charge from the net assets
of the Mutual Fund Account to partially cover expenses incurred by PFL in
connection with the administration of the Account and the Policies. The
effective annual rate of this charge is .15% of the daily net asset value of a
fund share held in the Mutual Fund Account for each Subaccount.The
Administrative Expense Charge may be increased in the future (but the combined
total of this charge and the Mortality and Expense Risk Charge will never
exceed 1.40%). PFL does not anticipate realizing any profit from this charge.
    
DISTRIBUTION FINANCING CHARGE
   
  During the first ten Policy years PFL deducts a daily distribution financing
charge equal to an effective annual rate of 0.25% of the daily net asset value
of a fund share held in the Mutual Fund Account for each Subaccount. The
cumulative amount of the charge will never exceed 8.5% of the cumulative
Premium Payments for a Policy. The distribution financing charge is designed
to compensate PFL for the cost of distributing the Policies. The staff of the
SEC deems such charge to constitute a deferred sales charge.     
 
                                    - 42 -
<PAGE>
 
PREMIUM TAXES
   
  PFL currently makes no deduction from the Premium Payments for any state
premium taxes PFL pays in connection with Premium Payments under the Policies.
However, PFL will deduct the aggregate premium taxes paid on behalf of a
particular Policy from the Annuity Purchase Value on (i) the Annuity
Commencement Date (thus reducing the Adjusted Annuity Purchase Value), (ii)
the total surrender of a Policy, or (iii) payment of the death proceeds of a
Policy.     
 
FEDERAL, STATE AND LOCAL TAXES
   
  No charges are currently made for federal, state, or local taxes other than
premium taxes. However, PFL reserves the right to deduct charges in the future
for any taxes or other economic burden resulting from the application of any
tax laws that PFL determines to be attributable to the Account or the
Policies.     
 
TRANSFER CHARGE
   
  There is no charge for the first 12 transfers between Investment Options in
each Policy Year. PFL reserves the right to impose a $10 charge for the
thirteenth and each subsequent transfer request made by the Owner during a
single Policy Year. For the purpose of determining whether a transfer charge
is payable, Premium Payment allocations are not considered transfers. All
transfer requests made simultaneously will be treated as a single request. No
transfer charge will be imposed for any transfer which is not at the Owner's
request.     
 
OTHER EXPENSES INCLUDING INVESTMENT ADVISORY FEES
   
  Each of the Portfolios is responsible for all of its expenses. In addition,
charges will be made against each of the Portfolios of the Underlying Funds
for investment advisory services provided to the Portfolio. The net assets of
each Portfolio of the Underlying Funds will reflect deductions in connection
with the investment advisory fee and other expenses.     
   
  For more information concerning the investment advisory fee and other
charges against the Portfolios, see the prospectuses for the Underlying Funds,
current copies of which accompany this Prospectus.     
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
  The following summary does not constitute tax advice. It is a general
discussion of certain of the expected federal income tax consequences of
investment in and distributions with respect to a Policy, based on the
Internal Revenue Code of 1986, as amended (the "Code"), proposed and final
Treasury Regulations thereunder, judicial authority, and current
administrative rulings and practice. This summary discusses only certain
federal income tax consequences to "United States Persons," and does not
discuss state, local, or foreign tax consequences. United States
 
                                    - 43 -
<PAGE>
 
Persons means citizens or residents of the United States, domestic
corporations, domestic partnerships and trusts or estates that are subject to
United States federal income tax regardless of the source of their income.
   
  At the time the initial Premium Payment is paid, a prospective purchaser
must specify whether he or she is purchasing a Nonqualified Policy or a
Qualified Policy. If the initial Premium Payment is derived from an exchange
or surrender of another annuity policy, PFL may require that the prospective
purchaser provide information with regard to the federal income tax status of
the previous annuity policy. PFL will require that persons purchase separate
Policies if they desire to invest monies qualifying for different annuity tax
treatment under the Code. Each such separate Policy would require the minimum
initial Premium Payment stated above. Subsequent Additional Premium Payments
under a Policy must qualify for the same federal income tax treatment as the
initial Premium Payment under the Policy; PFL will not accept a Subsequent
Additional Premium Payment under a Policy if the federal income tax treatment
of such Premium Payment would be different from that of the initial Premium
Payment.     
 
  The Qualified Policies were designed for use by retirement plans and
individual retirement accounts that qualify for special federal income tax
treatment under Sections 401(a), 403(b), 408(a), or 457 of the Code and
individuals purchasing individual retirement annuities that qualify for
special federal income tax treatment under Section 408(b) of the Code. Certain
requirements must be satisfied in purchasing a Qualified Policy in order for
the plan, account or annuity to retain its special tax treatment. This summary
is not intended to cover such requirements, and assumes that Qualified
Policies are purchased pursuant to retirement plans or individual retirement
accounts, or are individual retirement annuities, that qualify for such
special tax treatment. This summary was prepared by PFL after consultation
with tax counsel, but no opinion of tax counsel has been obtained.
 
THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY. EACH
POTENTIAL PURCHASER IS URGED TO CONSULT HIS/HER OWN TAX ADVISER AS TO THE
CONSEQUENCES OF INVESTMENT IN A POLICY UNDER FEDERAL AND APPLICABLE STATE,
LOCAL AND FOREIGN TAX LAWS.
 
TAX STATUS OF THE POLICY
 
  The following discussion is based on the assumption that the Policy
qualifies as an annuity contract for federal income tax purposes. The
Statement of Additional Information discusses the tax requirements for
qualifying as an annuity contract.
 
TAXATION OF ANNUITIES
 
  The discussion below applies only to those Policies owned by natural
persons, and that qualify as annuity contracts for federal income tax
purposes. With respect to Owners who are natural persons, the Policy should be
treated as an annuity contract for federal income tax purposes.
 
                                    - 44 -
<PAGE>
 
   
  In General. Except as described below with respect to Owners who are not
natural persons, an Owner who holds a Policy satisfying the diversification
and distribution requirements described in the Statement of Additional
Information should not be taxed on increases in the Annuity Purchase Value
until an amount is received or deemed received, e.g., upon a partial or full
surrender or as Annuity Payments under the Annuity Option selected. Generally,
any amount received or deemed received under a Nonqualified Annuity Contract
prior to the Annuity Commencement Date is deemed to come first from any
"Income on the Contract" and then from the "Investment in the Contract." The
"Investment in the Contract" generally equals total premium payments less
amounts received which were not includable in gross income. To the extent that
the Annuity Purchase Value (ignoring any surrender charges except on a full
surrender) exceeds the "Investment in the Contract," such excess constitutes
the "Income on the Contract." For these purposes such "Income on the Contract"
shall be computed by reference to the aggregation rules described below, and
the amount includable in gross income will be taxable as ordinary income. If
at the time that any amount is received or deemed received there is no "Income
on the Contract" (e.g., because the gross Annuity Purchase Value does not
exceed the "Investment in the Contract" and no aggregation rule applies), then
such amount received or deemed received will not be includable in gross
income, and will simply reduce the "Investment in the Contract."     
   
  For this purpose, the assignment, pledge or agreement to assign or pledge
any portion of the Annuity Purchase Value (including assignment of Owner's
right to receive Annuity Payments prior to the Annuity Commencement Date)
generally will be treated as a distribution in the amount of such portion of
the Annuity Purchase Value. Additionally, if an Owner designates a new Owner
prior to the Annuity Commencement Date without receiving full and adequate
consideration, the old Owner generally will be treated as receiving a
distribution under the Policy in an amount equal to the Annuity Purchase
Value. A transfer of ownership or an assignment of a Policy, or designation of
a Beneficiary or Annuitant who is not also the Owner as well as the selection
of certain Annuity Commencement Dates, may result in certain tax consequences
to the Owner that are not discussed herein. An Owner contemplating any such
transfer, designation, selection or assignment of a Policy should contact a
competent tax adviser with respect to the potential tax effects of such a
transaction.     
 
  Aggregation Rules. Generally all nonqualified deferred annuity contracts
issued by the same company (or an affiliated company) to the same owner during
any calendar year shall be treated as one annuity contract, and "aggregated"
for purposes of determining the amount includable in gross income. In
addition, for such purposes, all individual retirement annuities and accounts
under Section 408 of the Code for an individual are aggregated, and generally
all distributions therefrom during a calendar year are treated as one
distribution made as of the end of such year.
   
  Surrenders. In the case of a partial surrender (including systematic
withdrawals) under a Nonqualified Policy, the amount received generally     
 
                                    - 45 -
<PAGE>
 
   
will be includable in gross income to the extent that it does not exceed the
"Income on the Contract," which is generally equal to the excess of the
Annuity Purchase Value immediately before the partial surrender over the
"Investment in the Contract" at that time. However, for these purposes the
Annuity Purchase Value immediately before a partial surrender may have to be
increased by any positive Excess Interest Adjustment which results from such a
partial surrender or which could result from a simultaneous full surrender,
and may need further adjustments if the aggregation rules apply. There is,
however, no definitive guidance on the proper tax treatment of Excess Interest
Adjustments, and the Owner should contact a competent tax adviser with respect
to the potential tax consequences of an Excess Interest Adjustment. In the
case of a partial surrender (including systematic withdrawals) under a
Qualified Policy, a ratable portion of the amount received is generally
excludable from gross income, based on the ratio of the "Investment in the
Contract" to the individual's total account balance or accrued benefit under
the retirement plan at the time of each such payment. For a Qualified Policy,
the "Investment in the Contract" can be zero. Special tax rules may be
available for certain distributions from a Qualified Policy. In the case of a
full surrender under a Nonqualified Policy or a Qualified Policy, the amount
received generally will be taxable only to the extent it exceeds the
"Investment in the Contract," unless the aggregation rules apply.     
   
  Annuity Payments. Although the tax consequences may vary depending on the
Annuity Payment Option elected under the Policy, in general only a portion of
the Annuity Payments received after the Annuity Commencement Date will be
includable in the gross income of the recipient.     
   
  For Fixed Annuity Payments, in general the excludable portion of each
payment is determined by dividing the "Investment in the Contract" on the
Annuity Commencement Date by the total expected value of the Annuity Payments
for the term of the payments. The remainder of each Annuity Payment is
includable in gross income. Once the "Investment in the Contract" has been
fully recovered, the full amount of any additional Annuity Payments is
includable in gross income.     
   
  For Variable Annuity Payments, the includable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is excludable from gross income. This dollar amount is determined
by dividing the "Investment in the Contract" on the Annuity Commencement Date
by the total number of expected periodic payments. The remainder of each
Annuity Payment is includable in gross income. Once the "Investment in the
Contract" has been fully recovered, the full amount of any additional Annuity
Payments is includable in gross income.     
   
  If, after the Annuity Commencement Date, Annuity Payments cease by reason of
the death of the Annuitant, the excess (if any) of the "Investment in the
Contract" as of the Annuity Commencement Date over the aggregate amount of
Annuity Payments received on or after the Annuity Commencement Date that was
excluded from gross income is allowable as a deduction for the last taxable
year of the Annuitant.     
 
                                    - 46 -
<PAGE>
 
   
  Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Policy because of the death of an Owner or the Annuitant. Generally, such
amounts are includible in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full
surrender, as described above, or (2) if distributed under an Annuity Option,
they are taxed in the same manner as Annuity Payments, as described above. For
these purposes, the "Investment in the Contract" is not affected by the
Owner's or Annuitant's death. That is, the "Investment in the Contract"
remains generally the total premium payments less amounts received which were
not includible in gross income.     
   
  Penalty Taxes. In the case of any amount received or deemed received from
the Policy, e.g., upon a surrender of a Policy or a deemed distribution under
a Policy resulting from a pledge, assignment or agreement to pledge or assign
or an Annuity Payment with respect to a Policy, there may be imposed on the
recipient a federal penalty tax equal to 10% of the amount includable in gross
income. The penalty tax generally will not apply to any distribution: (i) made
on or after the date on which the taxpayer attains age 59 1/2; (ii) made as a
result of the death of the holder (generally the Owner); (iii) attributable to
the disability of the taxpayer; or (iv) which is part of a series of
substantially equal periodic payments made (not less frequently than annually)
for the life (or life expectancy) of the taxpayer or the joint lives (or joint
life expectancies) of such taxpayer and his/her beneficiary. Other rules may
apply to Qualified Policies.     
   
  Withholding. The portion of any distribution under a Policy that is
includable in gross income will be subject to federal income tax withholding
unless the recipient of such distribution elects not to have federal income
tax withheld. Election forms will be provided at the time distributions are
requested or made. For certain Qualified Policies, certain distributions are
subject to mandatory withholding.     
   
  Qualified Policies. The Qualified Policy is designed for use with several
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary
according to the type of plan and the terms and conditions of the plan.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to
specified commencement and minimum distribution rules; aggregate distributions
in excess of a specified annual amount; and in other specified circumstances.
Some retirement plans are subject to distribution and other requirements that
are not incorporated into our Policy administration procedures. Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
Policies comply with applicable law.     
   
  PFL makes no attempt to provide more than general information about use of
the Policy with the various types of retirement plans. Purchasers of Policies
for use with any retirement plan should consult their legal counsel and tax
adviser regarding the suitability of the Policy.     
 
 
                                    - 47 -
<PAGE>
 
   
  Individual Retirement Annuities. In order to qualify as an individual
retirement annuity under Section 408(b) of the Code, a Policy must contain
certain provisions: (i) the Owner must be the Annuitant; (ii) the Policy may
not be transferable by the Owner, e.g., the Owner may not designate a new
Owner, designate a Contingent Owner or assign the Policy as collateral
security; (iii) the total Premium Payments for any calendar year may not
exceed $2,000, unless the portion of such Premium Payments in excess of $2,000
qualifies as a rollover amount or contribution under Section 402(c) or
408(d)(3) of the Code; (iv) Annuity Payments or withdrawals must begin no
later than April 1 of the calendar year following the calendar year in which
the Annuitant attains age 70 1/2; (v) an Annuity Payment Option with a Period
Certain that will guarantee Annuity Payments beyond the life expectancy of the
Annuitant and the Beneficiary may not be selected; and (vi) certain payments
of Death Benefits must be made in the event the Annuitant dies prior to the
distribution of the Annuity Purchase Value. Policies intended to qualify as
individual retirement annuities under Section 408(b) of the Code contain such
provisions.     
   
  Section 408 of the Code also indicates that no part of the funds for an
individual retirement account or annuity should be invested in a life
insurance contract, but the regulations thereunder allow such funds to be
invested in an annuity contract that provides a death benefit that equals the
greater of the premiums paid or the cash value for the contract. The Policy
provides an enhanced death benefit that could exceed the amount of such a
permissible death benefit, but it is unclear to what extent such an enhanced
death benefit could disqualify the Policy under Section 408 of the Code. The
Internal Revenue Service has not reviewed the Policy for qualification as an
IRA, and has not addressed in a ruling of general applicability whether an
enhanced death benefit provision, such as the provision in the Policy,
comports with IRA qualification requirements.     
   
  Section 403(b) Plans. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase
Policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be
subject to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age 59
1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the
case of hardship.     
   
  Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans.
Sections 401(a) and 403(a) of the Code permit corporate employers to establish
various types of retirement plans for employees and self-employed individuals
to establish qualified plans for themselves and their employees.     
 
                                    - 48 -
<PAGE>
 
   
Such retirement plans may permit the purchase of the Policies to accumulate
retirement savings. Adverse tax consequences to the plan, the participant or
both may result if the Policy is assigned or transferred to any individual as
a means to provide benefit payments.     
   
  Deferred Compensation Plans. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Policies can be used with
such plans. Under such plans a participant may specify the form of investment
in which his or her participation will be made. All such investments, however,
are owned by, and are subject to, the claims of the general creditors of the
sponsoring employer. Depending on the terms of the particular plan, the
employer may be entitled to draw on deferred amounts for purposes unrelated to
its Section 457 plan obligations. In general, all amounts received under a
Section 457 plan are taxable and are subject to federal income tax withholding
as wages.     
   
  Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity
contract held by a taxpayer other than a natural person generally will not be
treated as an annuity contract under the Code; accordingly, an Owner who is
not a natural person will recognize as ordinary income for a taxable year the
excess of (i) the sum of the Annuity Purchase Value as of the close of the
taxable year and all previous distributions under the Policy over (ii) the sum
of the Premium Payments paid for the taxable year and any prior taxable year
and the amounts includable in gross income for any prior taxable year with
respect to the Policy. For these purposes, the Annuity Purchase Value at year
end may have to be increased by any positive excess Interest Adjustment which
could result from a full surrender at such time. There is, however, no
definitive guidance on the proper tax treatment of excess interest
adjustments, and the owner should contact a competent tax adviser with respect
to the potential tax consequences of an excess interest adjustment.
Notwithstanding the preceding sentences in this paragraph, Section 72(u) of
the Code does not apply to (i) a Policy the nominal Owner of which is not a
natural person but the beneficial Owner of which is a natural person, (ii) a
Policy acquired by the estate of a decedent by reason of such decedent's
death, (iii) a Qualified Policy (other than one qualified under Section 457)
or (iv) a single-payment annuity the Annuity Commencement Date for which is no
later than one year from the date of the single Premium Payment; instead, such
Policies are taxed as described above under the heading "Taxation of
Annuities."     
 
  Possible Changes in Taxation. In past years, legislation has been proposed
in the U.S. Congress that would have adversely modified the federal taxation
of certain annuities. For example, one such proposal would have changed the
tax treatment of non-qualified annuities that did not have "substantial life
contingencies" by taxing income as it is credited to the annuity. Although as
of the date of this Prospectus Congress was not actively considering any
legislation regarding the taxation of annuities, there
 
                                    - 49 -
<PAGE>
 
is always the possibility that the tax treatment of annuities could change by
legislation or other means (such as IRS regulations, revenue rulings, judicial
decisions, etc.). Moreover, it is also possible that any change could be
retroactive (that is, effective prior to the date of the change).
 
                          DISTRIBUTOR OF THE POLICIES
   
  AEGON USA Securities, Inc., an affiliate of PFL, is the principal
underwriter of the Policies. AEGON USA Securities, Inc. has entered or will
enter into one or more contracts with various broker-dealers for the
distribution of the Policies. Commissions on Policy sales are paid to dealers.
Commissions payable to a broker-dealer will be up to 1% of Premium Payments
and .50% of Policy Values (on an annual basis). In addition, certain broker-
dealers may receive additional commissions of up to .25% of Premium Payments
and .25% of Annuity Purchase Values and certain expense allowances based upon
the attainment of specific sales volume targets and other factors.     
 
                                 VOTING RIGHTS
   
  To the extent required by law, PFL will vote the Underlying Funds' shares
held by the Mutual Fund Account at regular and special shareholder meetings of
the Underlying Funds in accordance with instructions received from persons
having voting interests in the Underlying Funds. If, however, the 1940 Act or
any regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result PFL determines that it is permitted to
vote the Underlying Funds' shares in its own right, it may elect to do so.
       
  Before the Annuity Commencement Date, the Policy Owner holds the voting
interest in the selected Portfolios. The number of votes that an Owner has the
right to instruct will be calculated separately for each Subaccount. The
number of votes that an Owner has the right to instruct for a particular
Subaccount will be determined by dividing his or her Annuity Purchase Value in
the Subaccount by the net asset value per share of the corresponding Portfolio
in which the Subaccount invests. Fractional shares will be counted.     
 
  After the Annuity Commencement Date, the person receiving Annuity Payments
has the voting interest, and the number of votes decreases as Annuity Payments
are made and as the reserves for the Policy decrease. The person's number of
votes will be determined by dividing the reserve for the Policy allocated to
the applicable Subaccount by the net asset value per share of the
corresponding Portfolio. Fractional shares will be counted.
 
  The number of votes that the Owner or person receiving income payments has
the right to instruct will be determined as of the date established by the
Underlying Fund for determining shareholders eligible to vote at the meeting
of the Underlying Fund. PFL will solicit voting instructions by sending Owners
or other persons entitled to vote written
 
                                    - 50 -
<PAGE>
 
requests for instructions prior to that meeting in accordance with procedures
established by the Underlying Fund. Portfolio shares as to which no timely
instructions are received and shares held by PFL in which Owners or other
persons entitled to vote have no beneficial interest will be voted in
proportion to the voting instructions that are received with respect to all
Policies participating in the same Subaccount.
 
  Each person having a voting interest in a Subaccount will receive proxy
material, reports, and other materials relating to the appropriate Portfolio.
 
                               LEGAL PROCEEDINGS
 
  There are no legal proceedings to which the Mutual Fund Account is a party
or to which the assets of the Account are subject. PFL is not involved in any
litigation that is of material importance in relation to its total assets or
that relates to the Mutual Fund Account.
 
                                    - 51 -
<PAGE>
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
  A Statement of Additional Information is available (at no cost) which
contains more details concerning the subjects discussed in this Prospectus.
The following is the Table of Contents for that Statement:
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
The Policy--General Provisions.............................................   3
  Owner....................................................................   3
  Entire Policy............................................................   3
  Deferment of Payment and Transfers.......................................   3
  Misstatement of Age or Sex...............................................   4
  Reallocation of Policy Values After the Annuity Commencement Date........   4
  Assignment...............................................................   4
  Evidence of Survival.....................................................   4
  Amendments...............................................................   4
Federal Tax Matters........................................................   5
  Tax Status of the Policy.................................................   5
  Taxation of PFL..........................................................   6
Investment Experience......................................................   6
State Regulation of PFL....................................................  10
Administration.............................................................  10
Records and Reports........................................................  10
Distribution of the Policies...............................................  10
Custody of Assets..........................................................  10
Historical Performance Data................................................  11
  Money Market Yields......................................................  11
  Other Subaccount Yields..................................................  12
  Total Returns............................................................  13
  Other Performance Data...................................................  13
Legal Matters..............................................................  13
Independent Auditors.......................................................  13
Other Information..........................................................  14
Financial Statements.......................................................  14
</TABLE>
 
                                    - 52 -
<PAGE>
 
                                  APPENDIX A
 
                         EXCESS INTEREST ADJUSTMENT(1)
 
  The formula which will be used to determined the Excess Interest Adjustment
(EIA) is:
 
                               S*(G - C)* (M/12)
 
S=  Gross amount being withdrawn that is subject to the EIA
 
G=  Guaranteed Interest Rate in effect for the policy
 
C=  Current Guaranteed Interest Rate then being offered on new premiums for
    the next longer option period than "M". If this policy form or such an
    option period is no longer offered, "C" will be the U.S. Treasury rate for
    the next longer maturity (in whole years) than "M" on the 25th day of the
    previous calendar month, plus up to 2%.
 
M=  Number of months remaining in the current option period, rounded up to the
    next higher whole number of months.
 
EXAMPLE 1 (FULL SURRENDER, RATES INCREASE BY 3%):
 
Single Premium:                        $50,000
Guarantee Period:                      5 Years
Guarantee Rate:                        5.50% per annum
Full Surrender:                        Middle of Contract Year 3
 
Annuity Purchase Value ("APV") at
  middle of Contract Year 3            = 50,000* (1.055) /\ 2.5 = 57,161.18
                                       
   
Adjustment Free Amount at middle
  of Contract Year 3                   = 57,161.18* .10 = 5,716.12      
Amount Subject to EIA                  = 57,161.18 - 5,716.12 = 51,445.06
EIA Floor                              = 50,000* (1.03) /\ 2.5 = 53,834.80
 
Excess Interest Adjustment
 G= .055
 C= .085
 M = 30
 
Excess Interest Adjustment             = S* (G - C)* (M/12)
                                       = 51,445.06* (.055 - .085)* (30/12)
                                       = (3,858.38), but Excess Interest
                                         Adjustment cannot cause the Adjusted
                                         APV to fall below the floor, so the
                                         adjustment is limited to 53,834.80 -
                                         57,161.18 = (3,326.38)
   
Adjusted APV = Net Surrender Value     = APV + EIA = 57,161.18 + (3,326.38)     
                                       = 53,834.80
 
                                      A-1
<PAGE>
 
       

EXAMPLE 2 (FULL SURRENDER, RATES DECREASE BY 1%):
 
Single Premium:                         $50,000
Guarantee Period:                       5 Years
Guarantee Rate:                         5.50% per annum
Full Surrender:                         Middle of Contract Year 3
 
Annuity Purchase Value at middle
  of Contract Year 3                    = 50,000* (1.055) /\ 2.5 = 57,161.18
   
Adjustment Free Amount at middle
  of Contract Year 3                    = 57,161.18* .10 = 5,716.12      
Amount Subject to EIA                   = 57,161.18 - 5,716.12 = 51,445.06
EIA Floor                               = 50,000* (1.03) /\ 2.5 = 53,834.80
 
Excess Interest Adjustment
 G= .055
 C= .045
 M = 30
 
Excess Interest Adjustment              = S* (G - C)* (M/12)
                                        = 51,445.06* (.055 - .045)* (30/12)
                                        = 1,286.13
   
Adjusted APV = Net Surrender Value      = 57,161.18 + 1,286.13 = 58,447.31     

       
                                      A-2
<PAGE>
 
   
  On a partial surrender, PFL will pay the policy holder the full amount of
withdrawal requested (as long as the Annuity Purchase Value is sufficient).
Adjustment Free withdrawals will reduce the APV by the amount withdrawn.
Amounts withdrawn in excess of the Adjustment free portion will reduce the APV
by an amount equal to:     
                                      
                                   X-Y     
 
X= Excess Partial Withdrawal
Y= Excess Interest Adjustment = (X)*(G-C)*(M/12) where G, C, and M are defined
   above.
       
EXAMPLE 3 (PARTIAL WITHDRAWAL, RATES INCREASE BY 1%):
 
Single Premium:                        $50,000
Guarantee Period:                      5 Years
Guarantee Rate:                        5.50% per annum
Partial Surrender:                     $20,000; Middle of Contract Year 3
 
Annuity Purchase Value at middle
  of Contract Year 3                   = 50,000* (1.055) /\ 2.5 = 57,161.18
   
Adjustment Free Amount at middle
  of Contract Year 3                   = 57,161.18* .10 = 5,716.12      
   
Excess Interest Adjustment     
 X= 20,000 - 5,716.12 = 14,283.88
 G= .055
 C= .065
 M= 30
 Y= 14,283.88* (.055 - .065)* (30/12) = (357.10)
        
    
Reduction to APV for Excess
Withdrawal:                            = X - Y 

                                       = 14,283.88 - (357.10) 
                                       = 14,640.98     
     
Remaining Annuity Purchase Value 
at middle of Contract Year 3           = 57,161.18 - 5,716.12 - 14,640.98
                                       = 36,804.08     
 
                                      A-3
<PAGE>
 
EXAMPLE 4 (PARTIAL WITHDRAWAL, RATES DECREASE BY 1%):
 
Single Premium:                         $50,000
Guarantee Period:                       5 Years
Guarantee Rate:                         5.50% per annum
Partial Surrender:                      $20,000; Middle of Contract Year 3
 
Annuity Purchase Value at middle of
 Contract Year 3                        = 50,000* (1,055) /\ 2.5 = 57,161.18
   
Adjustment Free Amount at middle of
 Contract Year 3                        = 57,161.18* .10 = 5,716.12      
   
Excess Interest Adjustment     
 X= 20,000 - 5,716.12 = 14,283.88
 G= .055
 C= .045
 M= 30
 Y= 14.283.88*(.055 - .045)*(30/12) = 357.10
        
Reduction to APV for Excess Withdrawal:
                                           
                                        = X-Y
                                        = 14,283.88 - 357.10 
                                        = 13,926.78        
    
Remaining Annuity Purchase Value at     
 middle of Contract Year 3              = 57,161.18 - 5,716.12 - 13,926.78
                                        = 37,518.28     
 
(1)*  represents multiplication;
   /\ represents exponentiation.
 
                                      A-4
<PAGE>
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
                    THE ENDEAVOR PLATINUM VARIABLE ANNUITY
 
                                Issued through
 
                             PFL ENDEAVOR VARIABLE
                                ANNUITY ACCOUNT
 
                                  Offered by:
                          PFL LIFE INSURANCE COMPANY
 
                           4333 Edgewood Road, N.E.
                         
                      Cedar Rapids, Iowa 52499-0001     
 
                               ----------------
   
  This Statement of Additional information expands upon subjects discussed in
the current Prospectus for the Endeavor Platinum Variable Annuity (the
"Policy") offered by PFL Life Insurance Company. You may obtain a copy of the
Prospectus dated May 1, 1996 by calling 1-800-525-6205, or by writing to the
Administrative and Service Office, Financial Markets Division--Variable
Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001. Terms
used in the current Prospectus for the Policy are incorporated in this
Statement of Additional Information.     
   
  THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUSES FOR THE POLICY, ENDEAVOR SERIES
TRUST AND THE GROWTH PORTFOLIO OF THE WRL SERIES FUND, INC.     
   
Dated: May 1, 1996     
 
                                     - 1 -
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>   
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
The Policy-General Provisions.............................................   3
  Owner...................................................................   3
  Entire Policy...........................................................   3
  Deferment of Payment and Transfers......................................   3
  Misstatement of Age or Sex..............................................   4
  Reallocation of Policy Values After the Annuity Commencement Date.......   4
  Assignment..............................................................   4
  Evidence of Survival....................................................   4
  Amendments..............................................................   4
Federal Tax Matters (43)..................................................   5
  Tax Status of the Policy................................................   5
  Taxation of PFL.........................................................   6
Investment Experience.....................................................   6
State Regulation of PFL...................................................  10
Administration............................................................  10
Records and Reports.......................................................  10
Distribution of the Policies (50).........................................  10
Custody of Assets.........................................................  10
Historical Performance Data (16)..........................................  11
  Money Market Yields.....................................................  11
  Other Subaccount Yields.................................................  12
  Total Returns...........................................................  12
  Other Performance Data..................................................  13
Legal Matters.............................................................  13
Independent Auditors......................................................  13
Other Information.........................................................  14
Financial Statements (16).................................................  14
(Numbers in parenthesis indicate corresponding pages of the Prospectus).
</TABLE>    
 
                                     - 2 -
<PAGE>
 
  In order to supplement the description in the Prospectus, the following
provides additional information about PFL and the Policy which may be of
interest to an Owner.
 
                        THE POLICY--GENERAL PROVISIONS
 
OWNER
 
  The Policy shall belong to the Policy Owner upon issuance of the Policy
after completion of an application and delivery of the initial Premium
Payment. While the Annuitant is living, the Owner may: (1) assign the Policy;
(2) surrender the Policy; (3) amend or modify the Policy with PFL's consent;
(4) receive annuity payments or name a Payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
Policy. The exercise of these rights may be subject to the consent of any
assignee or irrevocable Beneficiary.
 
  A Successor Owner can be named in the Policy application or in a Written
Notice. The Successor Owner will become the new Owner upon the Owner's death,
if the Owner predeceases the Annuitant. If no Successor Owner survives the
Owner and the Owner predeceases the Annuitant, the Owner's estate will become
the Owner.
 
  The Owner may change the ownership of the Policy in a Written Notice. When
this change takes effect, all rights of ownership in the Policy will pass to
the new Owner.
 
  When there is a change of Owner or Successor Owner, the change will take
effect as of the date the Owner signs the Written Notice, subject to any
payment PFL has made or action PFL has taken before recording the change.
Changing the Owner or naming a new Successor Owner cancels any prior choice of
Successor Owner, but does not change the designation of the Beneficiary or the
Annuitant.
 
  If ownership is transferred (except to the Owner's spouse) because the Owner
dies before the Annuitant, the Cash Value generally must be distributed to the
Successor Owner within five years of the Owner's death, or payments must be
made for a period certain or for the Successor Owner's lifetime so long as any
period certain does not exceed that Successor Owner's life expectancy, if the
first payment begins within one year of the Owner's death.
 
ENTIRE POLICY
 
  The Policy and any endorsements thereon and the Policy application
constitute the entire contract between PFL and the Owner. All statements in
the application are representations and not warranties. No statement will
cause the Policy to be void or to be used in defense of a claim unless
contained in the application.
 
DEFERMENT OF PAYMENT AND TRANSFERS
 
  Payment of any amount due from the Mutual Fund Account in respect of a
surrender, the Death Benefit or the death of the Owner of a Nonqualified
Policy generally will occur within seven business days from the date the
Written Notice (and any other required documentation or information) is
received, except that PFL may be permitted to defer such payment from the
Mutual Fund Account if: (1) the New York Stock Exchange is closed for other
than usual weekends or holidays or trading on the Exchange is otherwise
restricted; or (2) an emergency exists as defined by the SEC or the SEC
requires that trading be restricted; or (3) the SEC permits a delay for the
protection of Owners. In addition, transfers of amounts from the Subaccounts
may be deferred under these circumstances.
 
                                     - 3 -
<PAGE>
 
MISSTATEMENT OF AGE OR SEX
 
  If the age or sex of the Annuitant has been misstated, PFL will change the
annuity benefit payable to that which the Premium Payments would have
purchased for the correct age or sex. The dollar amount of any underpayment
made by PFL shall be paid in full with the next payment due such person or the
Beneficiary. The dollar amount of any overpayment made by PFL due to any
misstatement shall be deducted from payments subsequently accruing to such
person or Beneficiary. Any underpayment or overpayment will include interest
at 5% per year, from the date of the wrong payment to the date of the
adjustment. The age of the Annuitant may be established at any time by the
submission of proof satisfactory to PFL.
   
REALLOCATION OF ANNUITY PURCHASE VALUES AFTER THE ANNUITY COMMENCEMENT DATE
    
   
  After the Annuity Commencement Date, the Policy Owner may reallocate the
value of a designated number of Annuity Units of a Subaccount of the Mutual
Fund Account then credited to a Policy into an equal value of Annuity Units of
one or more other Subaccounts of the Mutual Fund Account. The reallocation
shall be based on the relative value of the Annuity Units of the Account(s) or
Subaccount(s) at the end of the Business Day on the next payment date. The
minimum amount which may be reallocated is the lesser of (1) $10 of monthly
income or (2) the entire monthly income of the Annuity Units in the Account or
Subaccount from which the transfer is being made. If the monthly income of the
Annuity Units remaining in an Account or Subaccount after a reallocation is
less than $10, PFL reserves the right to include the value of those Annuity
Units as part of the transfer. The request must be in writing to PFL's
Administrative and Service Office. There is no charge assessed in connection
with such reallocation. PFL reserves the right to limit the number of times a
reallocation of Annuity Purchase Value may be made to one in any given Policy
Year.     
 
ASSIGNMENT
 
  During the lifetime of the Annuitant the Policy Owner may assign any rights
or benefits provided by the Policy. An assignment will not be binding on PFL
until a copy has been filed at its Administrative and Service Office. The
rights and benefits of the Policy Owner and Beneficiary are subject to the
rights of the assignee. PFL assumes no responsibility for the validity or
effect of any assignment. Any claim made under an assignment shall be subject
to proof of interest and the extent of the assignment. An assignment may have
tax consequences.
 
  Unless the Policy Owner so directs by filing Written Notice with PFL, no
Beneficiary may assign any payments under the Policy before they are due. To
the extent permitted by law, no payments will be subject to the claims of any
Beneficiary's creditors.
 
EVIDENCE OF SURVIVAL
 
  PFL reserves the right to require satisfactory evidence that a person is
alive if a payment is based on that person being alive. No payment will be
made until PFL receives such evidence.
 
AMENDMENTS
 
  No change in the Policy is valid unless made in writing by PFL and approved
by one of PFL's officers. No Registered Representative has authority to change
or waive any provision of the Policy.
 
  PFL reserves the right to amend the Policies to meet the requirements of the
Internal Revenue Code, regulations or published rulings. A Policy Owner can
refuse such a change by giving Written Notice, but a refusal may result in
adverse tax consequences.
 
                                     - 4 -
<PAGE>
 
                              FEDERAL TAX MATTERS
 
TAX STATUS OF THE POLICY
 
  Diversification Requirements. Section 817(h) of the Code provides that in
order for a variable contract which is based on a segregated asset account to
qualify as an annuity contract under the Code, the investments made by such
account must be "adequately diversified" in accordance with Treasury
regulations. The Treasury regulations issued under Section 817(h) (Treas. Reg.
(S)1.817-5) apply a diversification requirement to each of the Subaccounts of
the Mutual Fund Account. The Mutual Fund Account, through the Underlying Funds
and their Portfolios, intends to comply with the diversification requirements
of the Treasury. PFL has entered into agreements regarding participation in
the Endeavor Series Trust and WRL Series Fund, Inc. that requires the
Portfolios to be operated in compliance with the Treasury regulations.
   
  Owner Control. In certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal income tax purposes, of
the assets of the separate accounts used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includable in the variable contract owner's gross income. The IRS has stated
in published rulings that a variable contract owner will be considered the
owner of separate account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection
with the issuance of regulations concerning diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause
the investor (i.e., the Owner), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."     
   
  The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.
For example, the Owner has additional flexibility in allocating Premium
Payments and Policy Values. These differences could result in an Owner being
treated as the owner of a pro rata portion of the assets of the Mutual Fund
Account. In addition, PFL does not know what standards will be set forth, if
any, in the regulations or rulings which the Treasury Department has stated it
expects to issue. PFL therefore reserves the right to modify the Policy as
necessary to attempt to prevent an Owner from being considered the owner of a
pro rata share of the assets of the Mutual Fund Account.     
   
  Distribution Requirements. The Code also requires that Nonqualified Policies
contain specific provisions for distribution of Policy proceeds upon the death
of any Owner. In order to be treated as an annuity contract for federal income
tax purposes, the Code requires that such Policies provide that if any Owner
dies on or after the Annuity Commencement Date and before the entire interest
in the Policy has been distributed, the remaining portion must be distributed
at least as rapidly as under the method in effect on such Owner's death. If
any Owner dies before the Annuity Commencement Date, the entire interest in
the Policy must generally be distributed within 5 years after such Owner's
date of death or be used to purchase an immediate annuity under which payments
will begin within one year of such Owner's death and will be made for the life
of the Beneficiary or for a period not extending beyond the life expectancy of
the "Designated Beneficiary" as defined in section 72(s) of the Code. However,
if upon such Owner's death prior to the Annuity Commencement Date, such
Owner's surviving spouse becomes the sole new Owner under the Policy, then the
Policy may be continued with the surviving spouse as the new Owner.     
 
                                     - 5 -
<PAGE>
 
Under the Policy, the Beneficiary is the Designated Beneficiary of an
Owner/Annuitant and the Successor Owner is the Designated Beneficiary of an
Owner who is not the Annuitant. If any Owner is not a natural person, then for
purposes of these distribution requirements, the primary Annuitant shall be
treated as the Owner, and any death or change of such primary Annuitant shall
be treated as the death of the Owner. The Policy contains provisions intended
to comply with these requirements of the Code. No regulations interpreting
these requirements of the Code have yet been issued and thus no assurance can
be given that the provisions contained in the Policies satisfy all such Code
requirements. The provisions contained in the Policies may be modified if
necessary to assure that they comply with the Code requirements when clarified
by regulation or otherwise.
 
TAXATION OF PFL
 
  PFL at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The Mutual Fund Account is treated as part of PFL
and, accordingly, will not be taxed separately as a "regulated investment
company" under Subchapter M of the Code. PFL does not expect to incur any
federal income tax liability with respect to investment income and net capital
gains arising from the activities of the Mutual Fund Account retained as part
of the reserves under the Policy. Based on this expectation, it is anticipated
that no charges will be made against the Mutual Fund Account for federal
income taxes. If, in future years, any federal income taxes are incurred by
PFL with respect to the Mutual Fund Account, PFL may make a charge to the
Mutual Fund Account.
 
                             INVESTMENT EXPERIENCE
 
  An "Investment Experience Factor" is used to determine the value of
Accumulation Units and Annuity Units, and to determine annuity payment rates.
 
ACCUMULATION UNITS
   
  Upon allocation to the selected Subaccount of the Mutual Fund Account,
Premium Payments are converted into Accumulation Units of the Subaccount. The
number of Accumulation Units to be credited is determined by dividing the
dollar amount allocated to each Subaccount by the value of an Accumulation
Unit for that Subaccount as next determined after the Premium Payment is
received at the Administrative and Service Office or, in the case of the
initial Premium Payment, when the Policy application is completed, whichever
is later. The value of an Accumulation Unit was arbitrarily established at $1
(except the WRL Growth Subaccount which was established at $10) at the
inception of each Subaccount. Thereafter, the value of an Accumulation Unit is
determined as of the close of trading on each day the New York Stock Exchange
and PFL's Administrative and Service Office are open for business.     
 
  An index (the "Investment Experience Factor") which measures the investment
performance of a Subaccount during a Valuation Period is used to determine the
value of an Accumulation Unit for the next subsequent Valuation Period. The
Investment Experience Factor may be greater or less than or equal to one;
therefore, the value of an Accumulation Unit may increase, decrease or remain
the same from one Valuation Period to the next. The Policy Owner bears this
investment risk. The Net Investment Performance of a Subaccount and deduction
of certain charges affects the Accumulation Unit Value.
 
  The Investment Experience Factor for any Subaccount for any Valuation Period
is determined by dividing (a) by (b) and subtracting (c) from the result,
where:
 
    (a) is the net result of:
 
      (1) the net asset value per share of the shares held in the
    Subaccount determined at the end of the current Valuation Period, plus
 
 
                                     - 6 -
<PAGE>
 
      (2) The per share amount of any dividend or capital gain distribution
    made with respect to the shares held in the Subaccount if the ex-
    dividend date occurs during the current Valuation Period, plus or minus
 
      (3) a per share charge or credit for any taxes determined by PFL to
    have resulted from the investment operations of the Subaccount and for
    which it has created a reserve;
 
    (b) is the net result of:
 
      (1) the net asset value per share of the shares held in the
    Subaccount determined as of the end of the immediately preceding
    Valuation Period, plus or minus
 
      (2) the per share charge or credit for taxes pertaining to the
    immediately preceding Valuation Period for which PFL has created a
    reserve; and
     
    (c) is the charge for mortality and expense risk during the Valuation
  Period equal on an annual basis to 1.25% of the daily net asset value of
  the Subaccount, plus the .15% administrative charge plus the distribution
  financing charge of .25% (during the first ten Policy Years, not to exceed
  8.5% of premiums on a cumulative basis).     
 
             ILLUSTRATION OF ACCUMULATION UNIT VALUE CALCULATIONS
 
   FORMULA AND ILLUSTRATION FOR DETERMININGTHE INVESTMENT EXPERIENCE FACTOR
 
Investment Experience Factor = A + B -- C -- F
                               ----------
                                 D -- E
 
Where: A =  The Net Asset Value of an Underlying Fund share as of the end of
            the current Valuation Period.
            Assume..........................................A = $11.57
 
      B =   The per share amount of any dividend or capital gains distribution
            since the end of the immediately preceding Valuation Period.
            Assume...............................................B = 0
 
      C =   The per share charge or credit for any taxes reserved for at the
            end of the current Valuation Period.
            Assume...............................................C = 0
 
      D =   The Net Asset Value of an Underlying Fund share at the end of the
            immediately preceding Valuation Period.
            Assume..........................................D = $11.40
 
      E =   The per share amount of any taxes reserved for at the end of the
            immediately preceding Valuation Period.
            Assume...............................................E = 0
 
      F =   The daily deduction for mortality and expense risk and
            administrative and distribution financing charges, which 
            totals 1.65% on an annual basis.
            On a daily basis............................ = .0000448376
 
Then, the Investment Experience Factor =
                 11.57 -- 0 -- 0 -- .0000448376 = Z = 1.0148674431
                 -------------------
                      11.40 -- 0
 
                                     - 7 -
<PAGE>
 
FORMULA AND ILLUSTRATION FOR DETERMINING ACCUMULATION UNIT VALUE
 
Accumulation Unit Value = A x B
 
Where: A =  The Accumulation Unit Value for the immediately preceding
            Valuation Period.
            Assume.............................................. = $ X
 
    B =     The Net Investment Factor for the current Valuation Period.
            Assume................................................ = Y
 
Then, the Accumulation Unit Value = $ X x Y = $ Z
 
ANNUITY UNIT VALUE AND ANNUITY PAYMENT RATES
 
  The amount of Variable Annuity Payments will vary with Annuity Unit Values.
Annuity Unit Values rise if the net investment performance of the Subaccount
exceeds the assumed interest rate of 5% annually. Conversely, Annuity Unit
Values fall if the net investment performance of the Subaccount is less than
the assumed rate. The value of a Variable Annuity Unit in each Subaccount was
established at $1.00 on the date operations began for that Subaccount. The
value of a Variable Annuity Unit on any subsequent Business Day is equal to
(a) multiplied by (b) multiplied by (c), where:
 
    (a) is the variable Annuity Unit Value on the immediately preceding
  Business Day;
 
    (b) is the net investment factor of the valuation period; and
 
    (c) is the investment result adjustment factor for the valuation period.
 
  The investment result adjustment factor for the valuation period is the
product of discount factors of .99986634 per day to recognize the 5% effective
annual Assumed Investment Return. The valuation period is the period from the
close of the immediately preceding Business Day to the close of the current
Business Day.
 
  The net investment factor for the Policy used to calculate the value of a
Variable Annuity Unit in each Subaccount for the valuation period is
determined by dividing (i) by (ii) and subtracting (iii) from the result,
where:
 
    (i) is the result of:
 
      (1) the net asset value of a fund share held in the Mutual Fund
    Account for that Subaccount determined at the end of the current
    valuation period; plus
 
      (2) the per share amount of any dividend or capital gain
    distributions made by the fund for shares held in the Mutual Fund
    Account for that Subaccount if the ex-dividend date occurs during the
    valuation period.
 
    (ii) is the net asset value of a fund share held in the Mutual Fund
  Account for that Subaccount determined as of the end of the immediately
  preceding valuation period.
     
    (iii) is a factor representing the mortality and expense risk fee and
  administrative charge. This factor is equal, on an annual basis, to 1.40%
  of the daily net asset value of a fund share held in the Mutual Fund
  Account for that Subaccount.     
 
  The dollar amount of subsequent Variable Annuity Payments will depend upon
changes in applicable Annuity Unit Values.
 
  The annuity payment rates vary according to the Annuity Option elected and
the sex and adjusted age of the Annuitant at the Annuity Commencement Date.
The Policy also contains a table for determining the adjusted age of the
Annuitant.
 
                                     - 8 -
<PAGE>
 
   ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE AND VARIABLE ANNUITY
                                   PAYMENTS
 
 FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE
 
Annuity Unit Value = A x B x C
 
Where: A =  Annuity Unit Value for the immediately preceding Valuation Period.
            Assume.............................................. = $ X
 
      B =   Investment Experience Factor for the Valuation Period for which
            the Annuity Unit value is being calculated.
            Assume................................................ = Y
 
      C =   A factor to neutralize the assumed interest rate of 5% built into
            the Annuity Tables used.
            Assume................................................ = Z
 
Then, the Annuity Unit Value is:
            $ X x Y x Z = $ Q
 
   FORMULA AND ILLUSTRATION FOR DETERMINING AMOUNTOF FIRST MONTHLY VARIABLE
                                ANNUITY PAYMENT
 
First Monthly Variable Annuity Payment =   A     
                                        ------ x B
                                        $1,000
 
Where: A =     
            The Annuity Purchase Value as of the Annuity Commencement Date.
                
            Assume.............................................. = $ X
 
      B =   The Annuity purchase rate per $1,000 based upon the option
            selected, the sex and adjusted age of the Annuitant according to
            the tables contained in the Policy.
            Assume.............................................. = $ Y
 
Then, the first Monthly Variable Annuity
    Payment = $    X               
                ------ x $ Y = $ Z 
                1,000
 
      FORMULA AND ILLUSTRATION FOR DETERMINING THE NUMBER OF ANNUITYUNITS
             REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT
 
Number of Annuity Units = A
                          -
                          B
 
Where: A =  The dollar amount of the first monthly Variable Annuity Payment.
            Assume.............................................. = $ X
 
      B =   The Annuity Unit Value for the Valuation Date on which the first
            monthly payment is due.
            Assume.............................................. = $ Y
 
Then, the number of Annuity Units =  $ X 
                                     ---- = Z
                                     $ Y
 
                                     - 9 -
<PAGE>
 
                            STATE REGULATION OF PFL
 
  PFL is subject to the laws of Iowa governing insurance companies and to
regulation by the Iowa Division of Insurance. An annual statement in a
prescribed form is filed with the Division of Insurance each year covering the
operation of PFL for the preceding year and its financial condition as of the
end of such year. Regulation by the Division of Insurance includes periodic
examination to determine PFL's contract liabilities and reserves so that the
Division may determine the items are correct. PFL's books and accounts are
subject to review by the Division of Insurance at all times and a full
examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. In addition, PFL is subject to
regulation under the insurance laws of other jurisdictions in which it may
operate.
 
                                ADMINISTRATION
 
  PFL performs administrative services for the Policies. These services
include issuance of the Policies, maintenance of records concerning the
Policies, and certain valuation services.
 
                              RECORDS AND REPORTS
 
  All records and accounts relating to the Mutual Fund Account will be
maintained by PFL. As presently required by the Investment Company Act of
1940, as amended, and regulations promulgated thereunder, PFL will mail to all
Policy Owners at their last known address of record, at least annually,
reports containing such information as may be required under that Act or by
any other applicable law or regulation. Policy Owners will also receive
confirmation of each financial transaction and any other reports required by
law or regulation.
 
                         DISTRIBUTION OF THE POLICIES
 
  The Policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws. The offering of the Policies
is continuous and PFL does not anticipate discontinuing the offering of the
Policies. However, PFL reserves the right to discontinue the offering of the
Policies.
   
  AEGON USA Securities, Inc., an affiliate of PFL, is the principal
underwriter of the Policies. AEGON USA Securities, Inc. has entered into
agreements with broker-dealers for the distribution of the Policies. During
1995, the amount paid to AEGON USA Securities, Inc. and/or the broker-dealers
for this service was $620,549.     
 
                               CUSTODY OF ASSETS
 
  The assets of each of the Subaccounts of the Mutual Fund Account are held by
PFL. The assets of each of the Subaccounts of the Mutual Fund Account are
segregated and held separate and apart from the assets of the other
Subaccounts and from PFL's general account assets. PFL maintains records of
all purchases and redemptions of shares of the Underlying Funds held by each
of the Subaccounts. Additional protection for the assets of the Mutual Fund
Account is afforded by PFL's fidelity bond, presently in the amount of
$5,000,000, covering the acts of officers and employees of PFL.
 
                                    - 10 -
<PAGE>
 
                          HISTORICAL PERFORMANCE DATA
 
MONEY MARKET YIELDS
   
  PFL may from time to time disclose the current annualized yield of the TCW
Money Market Subaccount, which invests in the TCW Money Market Portfolio, for
a 7-day period in a manner which does not take into consideration any realized
or unrealized gains or losses on shares of the TCW Money Market Portfolio or
on its portfolio securities. This current annualized yield is computed by
determining the net change (exclusive of realized gains and losses on the sale
of securities and unrealized appreciation and depreciation) at the end of the
7-day period in the value of a hypothetical account having a balance of 1 unit
of the TCW Money Market Subaccount at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the Portfolio attributable to the hypothetical account; and
(ii) charges and deductions imposed under a Policy that are attributable to
the hypothetical account. The charges and deductions include the per unit
charges for the hypothetical account for (i) the Administrative and
Distribution Financing Charges; and (ii) the Mortality and Expense Risk
Charge. Current Yield will be calculated according to the following formula:
    
                  Current Yield = ((NCS -- ES)/UV) x (365/7)
 
Where:
 NCS= The net change in the value of the Portfolio (exclusive of realized gains
      and losses on the sale of securities and unrealized appreciation and
      depreciation) for the 7-day period attributable to a hypothetical account
      having a balance of 1 Subaccount unit.
 ES=  Per unit expenses of the Subaccount for the 7-day period.
 UV=  The unit value on the first day of the 7-day period.

   
  Because of the charges and deductions imposed under a Policy, the yield for
the TCW Money Market Subaccount will be lower than the yield for the TCW Money
Market Portfolio. The yield calculations do not reflect the effect of any
premium taxes that may be applicable to a particular Policy.     
   
  PFL may also disclose the effective yield of the TCW Money Market Subaccount
for the same 7-day period, determined on a compounded basis. The effective
yield is calculated by compounding the base period return according to the
following formula:     
 
          Effective Yield = (1 + ((NCS -- ES)/UV))/365/7/ -- 1
 
Where:
 NCS= The net change in the value of the Portfolio (exclusive of realized gains
      and losses on the sale of securities and unrealized appreciation and
      depreciation) for the 7-day period attributable to a hypothetical account
      having a balance of 1 Subaccount unit.
 ES=  Per unit expenses of the Subaccount for the 7-day period.
 UV=  The unit value on the first day of the 7-day period.

   
  The yield on amounts held in the TCW Money Market Subaccount normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The TCW Money Market Subaccount's actual yield is affected by changes
in interest rates on money market securities, average portfolio maturity of
the TCW Money Market Portfolio, the types and quality of portfolio securities
held by the TCW Money Market Portfolio and its operating expenses. For the
seven days ended December 31, 1995, the yield of the TCW Money Market
Subaccount was 2.77%, and the effective yield was 2.81%.     
 
 
                                    - 11 -
<PAGE>
 
OTHER SUBACCOUNT YIELDS
   
  PFL may from time to time advertise or disclose the current annualized yield
of one or more of the Subaccounts of the Mutual Fund Account (except the TCW
Money Market Subaccount) for 30-day periods. The annualized yield of a
Subaccount refers to income generated by the Subaccount over a specific 30-day
period. Because the yield is annualized, the yield generated by a Subaccount
during the 30-day period is assumed to be generated each 30-day period over a
12-month period. The yield is computed by: (i) dividing the net investment
income of the Subaccount less Subaccount expenses for the period, by (ii) the
maximum offering price per unit on the last day of the period times the daily
average number of units outstanding for the period, (iii) compounding that
yield for a 6-month period, and (iv) multiplying that result by 2. Expenses
attributable to the Subaccount include (i) the Administrative and Distribution
Financing Charges and (ii) the Mortality and Expense Risk Charge. The 30-day
yield is calculated according to the following formula:     
 
               Yield = 2 x ((((NI -- ES)/(U x UV)) + 1)/6/ -- 1)
 
Where:
 NI= Net investment income of the Subaccount for the 30-day period attributable
     to the Subaccount's unit.
 ES= Expenses of the Subaccount for the 30-day period.
 U=  The average number of units outstanding.
 UV= The unit value at the close (highest) of the last day in the 30-day
     period.
 
  Because of the charges and deductions imposed by the Mutual Fund Account,
the yield for a Subaccount of the Mutual Fund Account will be lower than the
yield for its corresponding Portfolio. The yield calculations do not reflect
the effect of any premium taxes that may be applicable to a particular Policy.
 
  The yield on amounts held in the Subaccounts of the Mutual Fund Account
normally will fluctuate over time. Therefore, the disclosed yield for any
given past period is not an indication or representation of future yields or
rates of return. A Subaccount's actual yield is affected by the types and
quality of its investments and its operating expenses.
 
TOTAL RETURNS
 
  PFL may from time to time also advertise or disclose total returns for one
or more of the Subaccounts of the Mutual Fund Account for various periods of
time. One of the periods of time will include the period measured from the
date the Subaccount commenced operations. When a Subaccount has been in
operation for 1, 5 and 10 years, respectively, the total return for these
periods will be provided. Total returns for other periods of time may from
time to time also be disclosed. Total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
to the redemption value of that investment as of the last day of each of the
periods. The ending date for each period for which total return quotations are
provided will be for the most recent month end practicable, considering the
type and media of the communication and will be stated in the communication.
 
                                    - 12 -
<PAGE>
 
  Total returns will be calculated using Subaccount Unit Values which PFL
calculates on each Business Day based on the performance of the Subaccount's
underlying Portfolio, and the deductions for the Mortality and Expense Risk
Charge, and the Administrative and Distribution Financing Charges. The total
return will then be calculated according to the following formula:
 
                                P(1 + T)/n/ = ERV
 
Where:
 T=   The average annual total return net of Subaccount recurring charges.
 ERV= The ending redeemable value of the hypothetical account at the end of the
      period.
 P=   A hypothetical initial payment of $1,000.
 N=   The number of years in the period.
 
OTHER PERFORMANCE DATA
 
  PFL may from time to time also disclose average annual total returns in a
non-standard format in conjunction with the standard format described above.
 
  PFL may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula.
 
                             CTR = (ERV / P) -- 1
 
Where:
 CTR= The cumulative total return net of Subaccount recurring charges for the
      period.
 ERV= The ending redeemable value of the hypothetical investment at the end of
      the period.
 P=   A hypothetical initial payment of $1,000.
 
  All non-standard performance data will only be advertised if the standard
performance data for the same period, as well as for the required period, is
also disclosed.
 
                                 LEGAL MATTERS
 
  Legal advice relating to certain matters under the federal securities laws
applicable to the issue and sale of the Policies has been provided to PFL by
Sutherland, Asbill & Brennan, of Washington D.C.
 
                             INDEPENDENT AUDITORS
   
  The Financial Statements of PFL at December 31, 1995 and 1994, and for each
of the three years in the period ended December 31, 1995, and the Financial
Statements of The PFL Endeavor Platinum Variable Annuity Account (which
comprises a portion of the PFL Endeavor VA Separate Account) at December 31,
1995 and for each of the two years in the period then ended, included in this
Statement of Additional Information have been audited by Ernst & Young LLP,
Independent Auditors, Des Moines, Iowa.     
 
                                    - 13 -
<PAGE>
 
                               OTHER INFORMATION
 
  A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
Policies discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in the Prospectus or this Statement of Additional
Information. Statements contained in the Prospectus and this Statement of
Additional Information concerning the content of the Policies and other legal
instruments are intended to be summaries. For a complete statement of the
terms of these documents, reference should be made to the instruments filed
with the Securities and Exchange Commission.
 
                             FINANCIAL STATEMENTS
   
  The values of the interests of Policy Owners in the Mutual Fund Account will
be affected solely by the investment results of the selected Subaccount(s).
Financial Statements of The PFL Endeavor Platinum Variable Annuity Account
(which comprises a portion of the PFL Endeavor VA Separate Account) are
contained herein. The Financial Statements of PFL, which are included in this
Statement of Additional Information, should be considered only as bearing on
the ability of PFL to meet its obligations under the Policies. They should not
be considered as bearing on the investment performance of the assets held in
the Mutual Fund Account.     
 
                                    - 14 -
<PAGE>
 
                        REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors PFL Life Insurance Company
 
  We have audited the accompanying statutory-basis balance sheets of PFL Life
Insurance Company as of December 31, 1995 and 1994, and the related statutory-
basis statements of operations, changes in capital and surplus and cash flows
for each of the three years in the period ended December 31, 1995. Our audits
also included the statutory-basis financial statement schedules required by
Regulation S-X, Article 7. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  The Company presents its financial statements in conformity with the
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa. The variances between such
practices and generally accepted accounting principles are described in Note
1. The effects of these variances have not been determined but we believe they
are material.
 
  In our opinion, because of the materiality of the effects of the variances
between generally accepted accounting principles and the accounting practices
referred to in the preceding paragraph, the financial statements referred to
above are not intended to and do not present fairly, in conformity with
generally accepted accounting principles, the financial position of PFL Life
Insurance Company at December 31, 1995 and 1994, or the results of its
operations or its cash flows for each of the three years in the period ended
December 31, 1995.
 
  In addition, in our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of PFL Life
Insurance Company at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa. Also, in our opinion, the related statutory-basis financial statement
schedules, when considered in relation to the basic statutory-basis financial
statements taken as a whole, present fairly in all material respects
information set forth therein.
 
                                          Ernst & Young, LLP
 
Des Moines, IowaFebruary 23, 1996
 
                                    - 15 -
<PAGE>
 
                           PFL LIFE INSURANCE COMPANY
 
                        BALANCE SHEETS--STATUTORY BASIS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>   
<CAPTION>
                                                               DECEMBER 31
                                                          ---------------------
                                                             1995       1994
                                                          ---------- ----------
<S>                                                       <C>        <C>
ADMITTED ASSETS
Cash and invested assets:
  Cash and short-term investments........................ $   79,852 $   34,062
  Bonds..................................................  4,613,334  4,094,407
  Stocks:
    Preferred............................................      9,336     12,667
    Common (cost: 1995--$19,061; 1994--$15,812)..........     24,866     16,754
    Affiliated entities (cost: 1995--$14,661; 1994--
     $13,155)............................................      6,794     26,530
  Mortgage loans on real estate..........................    680,414    527,410
  Real estate, at cost less accumulated depreciation
   ($12,493 in 1995; $12,318 in 1994):
    Home office properties...............................     20,403     21,226
    Properties acquired in satisfaction of debt..........      2,648     10,381
    Investment properties................................     40,453     45,859
  Policy loans...........................................     52,675     51,798
  Other invested assets..................................      5,586      4,593
                                                          ---------- ----------
  Total cash and invested assets.........................  5,536,361  4,845,687
Premiums deferred and uncollected........................     17,026     18,386
Accrued investment income................................     68,065     61,969
Receivable from affiliates...............................     79,913     31,843
Federal income taxes recoverable.........................      9,776     10,274
Other assets.............................................     40,774     29,441
Separate account assets..................................  1,418,157  1,120,391
                                                          ---------- ----------
  Total admitted assets.................................. $7,170,072 $6,117,991
                                                          ========== ==========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
  Aggregate reserves for policies and contracts:
    Life................................................. $  596,039 $  545,870
    Annuity..............................................  4,220,274  3,693,388
    Accident and health..................................    114,884     99,240
  Policy and contract claim reserves:
    Life.................................................      6,225      7,493
    Accident and health..................................     70,517     66,407
  Other policyholders' funds.............................    105,371     87,574
  Remittances and items not allocated....................    123,710     35,415
  Asset valuation reserve................................     43,921     37,975
  Interest maintenance reserve...........................     26,376     22,826
  Other liabilities......................................     67,070     73,071
  Separate account liabilities...........................  1,418,157  1,120,391
                                                          ---------- ----------
  Total liabilities......................................  6,792,544  5,789,650
Commitments and contingencies
Capital and surplus:
  Common stock, $10 par value, 500 shares authorized, 266
   issued and outstanding................................      2,660      2,660
  Paid-in surplus........................................    154,129    114,129
  Unassigned surplus.....................................    220,739    211,552
                                                          ---------- ----------
  Total capital and surplus..............................    377,528    328,341
                                                          ---------- ----------
  Total liabilities and capital and surplus.............. $7,170,072 $6,117,991
                                                          ========== ==========
</TABLE>    
 
                            See accompanying notes.
 
                                     - 16 -
<PAGE>
 
                           PFL LIFE INSURANCE COMPANY
 
                   STATEMENTS OF OPERATIONS--STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31
                                            ----------------------------------
                                               1995        1994        1993
                                            ----------  ----------  ----------
<S>                                         <C>         <C>         <C>
Revenues:
  Premiums and other considerations, net of
   reinsurance:
    Life................................... $  114,704  $  148,954  $   98,670
    Annuity................................    921,452   1,067,406     740,787
    Accident and health....................    232,738     230,889     266,789
  Net investment income....................    392,685     343,880     322,393
  Amortization of interest maintenance
   reserve.................................      4,341       2,871       2,674
  Commissions and expense allowances on
   reinsurance ceded.......................     77,071      94,635      62,584
                                            ----------  ----------  ----------
                                             1,742,991   1,888,635   1,493,897
Benefits and expenses:
  Benefits paid or provided for:
    Life and accident and health benefits..    146,346     141,632     162,308
    Surrender benefits.....................    498,626     392,064     217,998
    Other benefits.........................     88,607      73,306      50,195
    Increase in aggregate reserves for
     policies and contracts:
      Life.................................     50,071      82,062      26,703
      Annuity..............................    528,330     569,341     250,241
      Accident and health..................     17,694      22,144      19,216
      Other................................     16,017      11,223       4,352
                                            ----------  ----------  ----------
                                             1,345,691   1,291,772     731,013
  Insurance expenses:
    Commissions............................    200,706     215,635     198,251
    General insurance expenses.............     57,623      52,166      53,367
    Taxes, licenses and fees...............     15,700      15,368      10,781
    Transfer to separate account...........     42,981     243,806     414,819
    Other expenses.........................        760       1,014         814
                                            ----------  ----------  ----------
                                               317,770     527,989     678,032
                                            ----------  ----------  ----------
                                             1,663,461   1,819,761   1,409,045
                                            ----------  ----------  ----------
Gain from operations before federal income
 taxes and net realized capital losses on
 investments...............................     79,530      68,874      84,852
Federal income tax expense.................     33,335      23,858      31,667
                                            ----------  ----------  ----------
Gain from operations before net realized
 capital losses on investments.............     46,195      45,016      53,185
Net realized capital losses on investments
 (net of related federal income taxes and
 transfer to interest maintenance reserve).    (18,096)     (3,624)       (451)
                                            ----------  ----------  ----------
Net income................................. $   28,099  $   41,392  $   52,734
                                            ==========  ==========  ==========
</TABLE>
 
                            See accompanying notes.
 
                                     - 17 -
<PAGE>
 
                           PFL LIFE INSURANCE COMPANY
 
         STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS--STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                              ADDITIONAL               TOTAL
                                       COMMON  PAID-IN   UNASSIGNED CAPITAL AND
                                       STOCK   CAPITAL    SURPLUS     SURPLUS
                                       ------ ---------- ---------- -----------
<S>                                    <C>    <C>        <C>        <C>
Balance at January 1, 1993............ $2,660  $ 99,129   $213,665   $315,454
  Net income for 1993.................    --        --      52,734     52,734
  Net unrealized capital gains........    --        --       1,719      1,719
  Increase in non-admitted assets.....    --        --          (5)        (5)
  Increase in asset valuation reserve.    --        --     (10,773)   (10,773)
  Dividend to stockholder.............    --        --     (46,000)   (46,000)
  Surplus effect of sale of division..    --        --        (862)      (862)
  Cancellation of coinsurance
   agreement..........................    --        --        (288)      (288)
  Decrease in liability for
   reinsurance in unauthorized
   companies..........................    --        --       2,340      2,340
  Prior period adjustment.............    --        --         452        452
                                       ------  --------   --------   --------
Balance at December 31, 1993..........  2,660    99,129    212,982    314,771
  Capital contribution................    --     15,000        --      15,000
  Net income for 1994.................    --        --      41,392     41,392
  Net unrealized capital losses.......    --        --     (25,350)   (25,350)
  Increase in non-admitted assets.....    --        --        (248)      (248)
  Decrease in asset valuation reserve.    --        --       6,040      6,040
  Dividend to stockholder.............    --        --     (20,900)   (20,900)
  Surplus effect of ceding commissions
   associated with the sale of a
   division...........................    --        --         184        184
  Amendment of reinsurance agreement..    --        --         391        391
  Decrease in liability for
   reinsurance in unauthorized
   companies..........................    --        --         505        505
  Prior period adjustment.............    --        --      (3,444)    (3,444)
                                       ------  --------   --------   --------
Balance at December 31, 1994..........  2,660   114,129    211,552    328,341
  Capital contribution................    --     40,000        --      40,000
  Net income for 1995.................    --        --      28,099     28,099
  Net unrealized capital losses.......    --        --      (7,574)    (7,574)
  Decrease in non-admitted assets.....    --        --          50         50
  Increase in asset valuation reserve.    --        --      (5,946)    (5,946)
  Surplus effect of ceding commissions
   associated with the sale of a
   division...........................    --        --          35         35
  Cancellation of reinsurance
   agreement..........................    --        --         585        585
  Amendment of reinsurance agreement..    --        --         419        419
  Dividend of subsidiary to
   stockholder........................    --        --      (3,250)    (3,250)
  Change in reserve valuation
   methodology........................    --        --        (501)      (501)
  Increase in liability for
   reinsurance in unauthorized
   companies..........................    --        --      (2,730)    (2,730)
                                       ------  --------   --------   --------
Balance at December 31, 1995.......... $2,660  $154,129   $220,739   $377,528
                                       ======  ========   ========   ========
</TABLE>
 
                            See accompanying notes.
 
                                     - 18 -
<PAGE>
 
                           PFL LIFE INSURANCE COMPANY
 
                   STATEMENTS OF CASH FLOWS--STATUTORY BASIS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31
                                             ----------------------------------
                                                1995        1994        1993
                                             ----------  ----------  ----------
<S>                                          <C>         <C>         <C>
SOURCES OF CASH
Premiums and other considerations, net of
 reinsurance...............................  $1,348,559  $1,547,797  $1,169,096
Net investment income......................     398,051     339,856     326,480
                                             ----------  ----------  ----------
                                              1,746,610   1,887,653   1,495,576
Life and accident and health claims........    (140,798)   (137,602)   (159,968)
Surrender benefits and other fund withdraw-
 als.......................................    (498,626)   (392,064)   (217,998)
Other benefits to policyholders............     (88,519)    (73,237)    (50,180)
Commissions, other expenses and other tax-
 es........................................    (273,397)   (288,151)   (264,124)
Net transfers to separate accounts.........     (42,981)   (243,806)   (414,819)
Dividends to policyholders.................        (940)     (1,155)     (1,200)
Federal income taxes, excluding tax on cap-
 ital gains and IRS settlements............     (32,905)    (39,864)    (32,548)
Increase in policy loans...................        (877)     (3,202)       (677)
Increase in remittances and items not allo-
 cated.....................................      88,295      16,177       3,982
                                             ----------  ----------  ----------
Net cash provided by operations............     755,862     724,749     358,044
Proceeds from investments sold, matured or
 repaid:
  Bonds and preferred stocks...............   1,757,229   1,430,339   1,532,807
  Common stocks............................      20,338      12,941      11,121
  Mortgage loans on real estate............      36,550      43,495      47,460
  Real estate..............................      23,203       9,536       8,286
  Other proceeds...........................         381         189       1,407
                                             ----------  ----------  ----------
Total cash from investments................   1,837,701   1,496,500   1,601,081
Capital contribution.......................      40,000      15,000         --
Cash received as the result of coinsurance
 cancellations.............................         --          --          114
Dividend from subsidiary...................         --       10,000         --
Cash received from ceding commissions asso-
 ciated with the sale of a division........          55         284         --
Other sources..............................      10,135      24,855       8,475
                                             ----------  ----------  ----------
Total sources of cash......................   2,643,753   2,271,388   1,967,714
APPLICATIONS OF CASH
Cost of investments acquired:
  Bonds and preferred stocks...............  $2,294,195  $2,043,615  $1,846,839
  Common stocks............................      23,284      11,228      18,832
  Mortgage loans on real estate............     192,292     160,068      94,557
  Real estate..............................      10,188      14,801       8,587
  Other invested assets....................       2,670         664         347
                                             ----------  ----------  ----------
Total investments acquired.................   2,522,629   2,230,376   1,969,162
Dividends to stockholder...................         --       20,900      46,000
Cash transferred as the result of sale of
 division..................................         --          --        8,773
Issuance/(repayment) of intercompany notes
 and receivables, net......................      48,070         365      31,478
Other applications, net....................      27,264       3,820      15,026
                                             ----------  ----------  ----------
Total applications of cash.................   2,597,963   2,255,461   2,070,439
                                             ----------  ----------  ----------
Net change in cash and short-term invest-
 ments.....................................      45,790      15,927    (102,725)
Cash and short-term investments at begin-
 ning of year..............................      34,062      18,135     120,860
                                             ----------  ----------  ----------
Cash and short-term investments at end of
 year......................................  $   79,852  $   34,062  $   18,135
                                             ==========  ==========  ==========
</TABLE>
 
                            See accompanying notes.
 
                                     - 19 -
<PAGE>
 
                          PFL LIFE INSURANCE COMPANY
 
                NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS
                            (DOLLARS IN THOUSANDS)
                               DECEMBER 31, 1995
 
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
 
  PFL Life Insurance Company ("the Company") is a stock life insurance company
and is a wholly-owned subsidiary of First AUSA Life Insurance Company ("First
AUSA"), which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is a wholly-owned subsidiary of AEGON nv, a holding company
organized under the laws of The Netherlands. Effective June 1, 1995, the
Company declared a dividend to transfer the common stock of its wholly-owned
subsidiary, Equity National Life Insurance Company ("Equity National"), to its
stockholder, First AUSA. Equity National was then merged with Life Investors
Insurance Company of America, a subsidiary of First AUSA. The financial
statements presented herein are prepared on the statutory accounting
principles basis for the Company only; as such, the accounts of the Company's
subsidiary, Equity National, are not consolidated with those of the Company.
 
  In connection with the sale of certain affiliated companies, the Company has
assumed various blocks of business from these former affiliates through
mergers. In addition, the Company has canceled or entered into several
coinsurance and reinsurance agreements with affiliates and non-affiliates. The
following is a description of those transactions:
 
    . Effective December 31, 1995, the Company canceled a coinsurance
      agreement with its parent, First AUSA. As a result of the
      cancellation, the Company transferred $825 of assets and $1,712 of
      liabilities. The difference between the assets and the liabilities,
      net of a tax effect of $302 was credited directly to surplus.
 
    . On January 1, 1994, the Company entered into a three-year agreement
      with a non-affiliate reinsurer to reduce the reinsurance ceded by 2
      1/2% each year (primarily group health business). As a result, the
      Company transferred $3,881 in assets and $4,080 in liabilities during
      1994. The difference between the assets and liabilities of $199, plus
      a tax credit of $192, was credited directly to unassigned surplus.
      During 1995, the Company transferred $4,303 in assets and liabilities
      of $4,467. The difference between the assets and liabilities of $164,
      plus a tax credit of $255, was credited directly to unassigned
      surplus.
 
    . During 1993, the Company sold the Oakbrook Division (primarily group
      health business). The initial transfer of risk occurred through an
      indemnity reinsurance agreement. The policies will then be assumed by
      the reinsurer by novation as state regulatory and policyholder
      approvals are received. In addition, the Company will receive from
      the third party administrator a ceding commission of one percent of
      the premiums collected between January 1, 1994 and December 31, 1996.
      As a result of the sale, in 1993, the Company transferred $12,094 in
      assets including $8,773 in cash and short-term investments and
      $10,570 in liabilities to the assuming company. The difference
      between the assets and liabilities transferred, net of a tax effect
      of $662, was charged directly to unassigned surplus. The income
      statement for 1993 includes revenues of $53,558 and net income of
      $2,839 earned by the division prior to its sale. During 1994, the
      Company received $284 for ceding commissions; the commissions net of
      the related tax effect of $100 was credited directly to unassigned
      surplus. During 1995, the Company received $55 for ceding
      commissions; the commissions net of the related tax effect of $20 was
      credited directly to unassigned surplus.
 
                                    - 20 -
<PAGE>
 
    . During 1993, the Company canceled several coinsurance agreements with
      affiliated and non-affiliated companies. As a result of the
      cancellations with affiliates, the Company received $1,006 in assets,
      and $1,051 in liabilities. As a result of the cancellations with non-
      affiliates, the Company received $6,736 in assets, including $114 in
      cash and short-term investments, and $7,131 in liabilities. The
      difference between the assets and liabilities, net of a tax effect of
      $152, was charged directly to surplus.
 
 Nature of Business
 
  The Company sells individual non-participating whole life, endowment and
term contracts, as well as a broad line of single fixed and flexible premium
annuity products. In addition, the Company offers group life, universal life,
and individual and specialty health coverages. The Company is licensed in 49
states and the District of Columbia. Sales of the Company's products are
primarily through an independent insurance agency of the Company's Insurance
Center, the Company's agents, and financial institutions.
 
 Basis of Presentation
 
  The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
 
  Significant estimates and assumptions are utilized in the calculation of
aggregate policy reserves, policy and contract claim reserves, guaranty fund
assessment accruals and valuation allowances on investments. It is reasonably
possible that actual experience could differ from the estimates and
assumptions utilized which could have a material impact on the financial
statements.
 
  The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa, which practices differ in some
respects from generally accepted accounting principles. The more significant
of these differences are as follows: (a) bonds are generally carried at
amortized cost rather than segregating the portfolio into held-to-maturity
(carried at amortized cost), available-for-sale (carried at fair value), and
trading (carried at fair value) classifications; (b) acquisition costs of
acquiring new business are charged to current operations as incurred rather
than deferred and amortized over the life of the policies; (c) policy reserves
on traditional life products are based on statutory mortality rates and
interest which may differ from reserves based on reasonable assumptions of
expected mortality, interest, and withdrawals which include a provision for
possible unfavorable deviation from such assumptions; (d) policy reserves on
certain investment products use discounting methodologies utilizing statutory
interest rates rather than full account values; (e) reinsurance amounts are
netted against the corresponding receivable or payable rather than shown as
gross amounts on the balance sheet; (f) deferred income taxes are not provided
for the difference between the financial statement and income tax bases of
assets and liabilities; (g) net realized gains or losses attributed to changes
in the level of interest rates in the market are deferred and amortized over
the remaining life of the bond or mortgage loan, rather than recognized as
gains or losses in the statement of operations when the sale is completed; (h)
declines in the estimated realizable value of investments are provided for
through the establishment of a formula-determined statutory investment reserve
(carried as a liability) changes to which are charged directly to surplus,
rather than through recognition in the statement of operations for declines in
value, when such declines are judged to be other than temporary; (i) certain
assets designated as "non-admitted assets" have been charged to surplus rather
than being reported as assets; (j) revenues for universal life and investment
products
 
                                    - 21 -
<PAGE>
 
consist of premiums received rather than policy charges for the cost of
insurance, policy administration charges, amortization of policy initiation
fees and surrender charges assessed; (k) pension expense is recorded as
amounts are paid; (l) adjustments to federal income taxes of prior years are
charged or credited directly to unassigned surplus, rather than reported as a
component of expense in the statement of operations; (m) gains or losses on
dispositions of business are charged or credited directly to unassigned
surplus rather than being reported in the statement of operations; (n) a
liability is established for "unauthorized reinsurers" and changes in this
liability are charged or credited directly to unassigned surplus; and (o) the
financial statements of subsidiaries are not consolidated with those of the
Company. The effects of these variances have not been determined by the
Company.
 
  The National Association of Insurance Commissioners (NAIC) currently is in
the process of recodifying statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be completed in
1996, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the
Company uses to prepare its statutory-basis financial statements.
 
 Cash and Cash Equivalents
 
  For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturity of one year or less when
purchased to be cash equivalents.
 
 Investments
 
  Investments in bonds (except those to which the Securities Valuation Office
of the NAIC has ascribed a value), mortgage loans on real estate and short-
term investments are reported at cost adjusted for amortization of premiums
and accrual of discounts. Amortization is computed using methods which result
in a level yield over the expected life of the security. The Company reviews
its prepayment assumptions on mortgage and other asset backed securities at
regular intervals and adjusts amortization rates prospectively when such
assumptions are changed due to experience and/or expected future patterns.
Investments in preferred stocks in good standing are reported at cost.
Investments in preferred stocks not in good standing are reported at the lower
of cost or market. Common stocks of unaffiliated companies, which may include
shares of mutual funds (money market and other), are carried at market. Common
stock of the Company's insurance subsidiary is recorded at the equity in net
assets. Real estate is reported at cost less allowances for depreciation.
Depreciation is computed principally by the straight-line method. Policy loans
are reported at unpaid principal. Other invested assets consist principally of
investments in various joint ventures and are recorded at equity in underlying
net assets. Other "admitted assets" are valued, principally at cost, as
required or permitted by Iowa Insurance Laws.
 
  Realized capital gains and losses are determined on the basis of specific
identification and are recorded net of related federal income taxes. The Asset
Valuation Reserve (AVR) is established by the Company to provide for
anticipated losses in the event of default by issuers of certain invested
assets. These amounts are determined using a formula prescribed by the NAIC
and are reported as a liability. The formula for the AVR provides for a
corresponding adjustment for realized gains and losses, net of amounts
attributed to changes in the general level of interest rates. Under a
 
                                    - 22 -
<PAGE>
 
formula prescribed by the NAIC, the Company defers, in the Interest
Maintenance Reserve (IMR), the portion of realized gains and losses on sales
of fixed income investments, principally bonds and mortgage loans,
attributable to changes in the general level of interest rates and amortizes
those deferrals over the remaining period to maturity of the security.
 
  Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. At December 31, 1995, 1994 and 1993,
the Company excluded investment income due and accrued of $2,272, $4,622 and
$1,876, respectively, with respect to such practices.
 
  The Company entered into an interest-rate cap agreement on Five Year
Constant Maturities Treasury futures to hedge the exposure of increasing
interest rates. The cash flows from the interest rate cap will help offset
losses that might occur from disintermediation resulting from a rise in
interest rates. The Company paid a one-time premium to receive the difference
between the reference rate and the strike rate after a two-year delay. The
cost is included in interest expense ratably during the life of the agreement.
Income received as a result of the cap agreement will be recognized in
investment income as earned. Unamortized cost of the agreements is included in
other assets.
 
 Aggregate Policy Reserves
 
  Life, annuity and accident and health benefit reserves are developed by
actuarial methods and are determined based on published tables using
statutorily specified interest rates and valuation methods that will provide,
in the aggregate, reserves that are greater than or equal to the minimum
required by law.
 
  The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958, and 1980 Commissioners' Standard Ordinary
Mortality and American Experience Mortality Tables. The reserves are
calculated using interest rates ranging from 2.00 to 6.00 percent and are
computed principally on the Net Level Valuation and the Commissioners' Reserve
Valuation Methods. Reserves for universal life policies are based on account
balances adjusted for the Commissioners' Reserve Valuation Method.
 
  Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with and without life
contingencies are equal to the present value of future payments assuming
interest rates ranging from 2.50 to 11.25 percent and mortality rates, where
appropriate, from a variety of tables.
 
  Accident and health policy reserves are equal to the greater of the gross
unearned premiums or any required midterminal reserves plus net unearned
premiums and the present value of amounts not yet due on both reported and
unreported claims.
 
 Policy and Contract Claim Reserves
 
  Claim reserves represent the estimated accrued liability for claims reported
to the Company and claims incurred but not yet reported through the statement
date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.
 
                                    - 23 -
<PAGE>
 
 Separate Account
 
  Assets held in trust for purchases of variable annuity contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. The assets in the separate account are valued at
market. Income and gains and losses with respect to the assets in the separate
account accrue to the benefit of the policyholders. The Company received
variable contract premiums of $133,386, $308,305 and $439,586 in 1995, 1994
and 1993, respectively. All variable account contracts are subject to
discretionary withdrawal by the policyholder at the market value of the
underlying assets less the current surrender charge.
 
 Reclassifications
 
  Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the 1995 presentation.
 
2. FAIR VALUES OF FINANCIAL INSTRUMENTS
 
  Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the statutory-basis
balance sheet, for which it is practicable to estimate that value. SFAS No.
119, "Disclosures about Derivative Financial Instruments and Fair Value of
Financial Instruments" requires additional disclosure about derivatives. In
cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows. In that regard, the derived fair
value estimates cannot be substantiated by comparisons to independent markets
and, in many cases, could not be realized in immediate settlement of the
instrument. Statement of Financial Accounting Standards No. 107 and No. 119
exclude certain financial instruments and all nonfinancial instruments from
their disclosure requirements and allow companies to forego the disclosures
when those estimates can only be made at excessive cost. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value
of the Company.
 
  The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
 
    Cash and cash equivalents, short-term investments: The carrying amounts
  reported in the balance sheet for these instruments approximate their fair
  values.
 
    Investment securities: Fair values for fixed maturity securities
  (including redeemable preferred stocks) are based on quoted market prices,
  where available. For fixed maturity securities not actively traded, fair
  values are estimated using values obtained from independent pricing
  services or, in the case of private placements, are estimated by
  discounting expected future cash flows using a current market rate
  applicable to the yield, credit quality, and maturity of the investments.
  The fair values for equity securities other than insurance subsidiaries are
  based on quoted market prices and are recognized in the balance sheet. Fair
  value for the Company's insurance subsidiary is the statutory net book
  value of that subsidiary.
 
    Mortgage loans and policy loans: The fair values for mortgage loans are
  estimated utilizing discounted cash flow analyses, using interest rates
  reflective of current market conditions and the risk characteristics of the
  loans. The fair value of policy loans are assumed to equal their carrying
  value.
 
    Investment contracts: Fair values for the Company's liabilities under
  investment-type insurance contracts are estimated using discounted cash
  flow calculations, based on interest
 
                                    - 24 -
<PAGE>
 
  rates currently being offered for similar contracts with maturities
  consistent with those remaining for the contracts being valued.
 
    Interest rate cap: Estimated fair value of the interest rate cap is based
  upon the latest quoted market price.
 
  Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure
to changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.
 
  The following sets forth a comparison of the fair values and carrying values
of the Company's financial instruments subject to the provisions of Statement
of Financial Accounting Standards No. 107 and No. 119:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31
                                     -------------------------------------------
                                             1995                  1994
                                     --------------------- ---------------------
                                      CARRYING              CARRYING
                                       VALUE    FAIR VALUE   VALUE    FAIR VALUE
                                     ---------- ---------- ---------- ----------
   <S>                               <C>        <C>        <C>        <C>
   ADMITTED ASSETS
   Bonds...........................  $4,613,334 $4,824,635 $4,094,407 $3,952,849
   Preferred stocks................       9,336     12,275     12,667     12,905
   Common stocks...................      24,866     24,866     16,754     16,754
   Affiliated common and preferred
    stock..........................       6,794      6,794     26,530     26,530
   Mortgage loans on real estate...     680,414    714,399    527,410    499,350
   Policy loans....................      52,675     52,675     51,798     51,798
   Cash and short-term investments.      79,852     79,852     34,062     34,062
   Interest rate cap...............       7,971      7,250        --         --
   Separate account assets.........   1,418,157  1,418,157  1,120,391  1,120,391
   LIABILITIES
   Investment contract liabilities.   4,323,188  4,310,505  3,779,199  3,468,226
   Separate account annuities......   1,417,842  1,417,842  1,119,002  1,119,002
</TABLE>
 
3. INVESTMENTS
 
  The carrying value and estimated fair value of investments in debt
securities were as follows:
 
<TABLE>
<CAPTION>
                                                 GROSS      GROSS    ESTIMATED
                                     CARRYING  UNREALIZED UNREALIZED    FAIR
                                      VALUE      GAINS      LOSSES     VALUE
                                     --------  ---------- ---------- ----------
   <S>                              <C>        <C>        <C>        <C>
   DECEMBER 31, 1995
   Bonds:
     United States Government and
      agencies..................... $  117,054  $  5,808   $   135   $  122,727
     State, municipal and other
      government...................     46,236     3,109         2       49,343
     Public utilities..............    156,342     9,578     1,092      164,828
     Industrial and miscellaneous..  1,781,149   112,074     7,146    1,886,077
     Mortgage-backed securities....  2,512,553    93,420     4,313    2,601,660
                                    ----------  --------   -------   ----------
                                     4,613,334   223,989    12,688    4,824,635
   Preferred stocks................      9,336     3,348       409       12,275
                                    ----------  --------   -------   ----------
                                    $4,622,670  $227,337   $13,097   $4,836,910
                                    ==========  ========   =======   ==========
</TABLE>
 
                                    - 25 -
<PAGE>
 
<TABLE>
<CAPTION>
                                                 GROSS      GROSS    ESTIMATED
                                     CARRYING  UNREALIZED UNREALIZED   FAIR
                                      VALUE      GAINS      LOSSES     VALUE
                                    ---------- ---------- ---------- ----------
   <S>                              <C>        <C>        <C>        <C>
   DECEMBER 31, 1994
   Bonds:
     United States Government and
      agencies..................... $  104,798  $   395    $  1,958  $  103,235
     State, municipal and other
      government...................     51,650      390       2,739      49,301
     Public utilities..............    164,975    1,860       5,710     161,125
     Industrial and miscellaneous..  1,891,899   27,082      69,137   1,849,844
     Mortgage-backed securities....  1,881,085    9,074     100,815   1,789,344
                                    ----------  -------    --------  ----------
                                     4,094,407   38,801     180,359   3,952,849
   Preferred stocks................     12,667      778         540      12,905
                                    ----------  -------    --------  ----------
                                    $4,107,074  $39,579    $180,899  $3,965,754
                                    ==========  =======    ========  ==========
</TABLE>
 
  The carrying value and estimated fair value of bonds at December 31, 1995,
by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                     ESTIMATED
                                                           CARRYING     FAIR
                                                            VALUE      VALUE
                                                          ---------- ----------
   <S>                                                    <C>        <C>
   Due in one year or less............................... $  104,697 $  105,157
   Due after one year through five years.................    858,586    889,832
   Due after five years through ten years................    934,627    995,403
   Due after ten years...................................    202,871    232,583
                                                          ---------- ----------
                                                           2,100,781  2,222,975
   Mortgage and other asset-backed securities............  2,512,553  2,601,660
                                                          ---------- ----------
                                                          $4,613,334 $4,824,635
                                                          ========== ==========
</TABLE>
 
  A detail of net investment income is presented below:
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                     --------------------------
                                                       1995     1994     1993
                                                     -------- -------- --------
   <S>                                               <C>      <C>      <C>
   Interest on bonds and notes...................... $342,182 $294,145 $286,013
   Dividends on equity investments..................    1,822   12,091    3,990
   Interest on mortgage loans.......................   52,702   42,385   37,587
   Rental income on real estate.....................   10,443    9,360    8,753
   Interest on policy loans.........................    3,112    3,182    2,943
   Other investment income..........................    1,803      282      555
                                                     -------- -------- --------
   Gross investment income..........................  412,064  361,445  339,841
   Investment expenses..............................   19,379   17,565   17,448
                                                     -------- -------- --------
   Net investment income............................ $392,685 $343,880 $322,393
                                                     ======== ======== ========
</TABLE>
 
                                    - 26 -
<PAGE>
 
  Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:
 
<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31
                                             ----------------------------------
                                                1995        1994        1993
                                             ----------  ----------  ----------
   <S>                                       <C>         <C>         <C>
   Proceeds................................. $1,757,229  $1,430,339  $1,532,807
                                             ==========  ==========  ==========
   Gross realized gains..................... $   19,721  $   15,411  $   42,020
   Gross realized losses....................     34,399      33,044       9,071
                                             ----------  ----------  ----------
   Net realized gains (losses).............. $  (14,678) $  (17,633) $   32,949
                                             ==========  ==========  ==========
</TABLE>
 
  At December 31, 1995, investments with an aggregate carrying value of
$5,404,474 were on deposit with regulatory authorities or were restrictively
held in bank custodial accounts for the benefit of such regulatory authorities
as required by statute.
 
  Realized investment gains (losses) and changes in unrealized gains (losses)
for investments are summarized below:
 
<TABLE>
<CAPTION>
                                                           REALIZED
                                                    YEAR ENDED DECEMBER 31
                                                  ----------------------------
                                                    1995      1994      1993
                                                  --------  ---------  -------
   <S>                                            <C>       <C>        <C>
   Debt securities............................... $(14,678) $ (17,633) $32,949
   Short-term investments........................       24       (309)     679
   Equity securities.............................      504      1,322     (348)
   Mortgage loans on real estate.................   (1,053)    (2,186)     199
   Real estate...................................   (1,908)    (2,858)     (41)
   Other invested assets.........................     (970)        14       33
                                                  --------  ---------  -------
                                                   (18,081)   (21,650)  33,471
   Tax effect....................................    7,878      7,236  (12,519)
   Transfer to interest maintenance reserve......   (7,891)    10,790  (21,403)
                                                  --------  ---------  -------
   Net realized losses........................... $(18,096) $  (3,624) $  (451)
                                                  ========  =========  =======
<CAPTION>
                                                     CHANGE IN UNREALIZED
                                                    YEAR ENDED DECEMBER 31
                                                  ----------------------------
                                                    1995      1994      1993
                                                  --------  ---------  -------
   <S>                                            <C>       <C>        <C>
   Debt securities............................... $355,560  $(322,346) $28,210
   Equity securities.............................  (16,379)   (23,202)   3,449
                                                  --------  ---------  -------
   Change in unrealized appreciation (deprecia-
    tion)........................................ $339,181  $(345,548) $31,659
                                                  ========  =========  =======
</TABLE>
 
  Gross unrealized gains and gross unrealized losses on equity securities were
as follows:
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                                       ------------------------
                                                        1995     1994    1993
                                                       -------  ------- -------
   <S>                                                 <C>      <C>     <C>
   Unrealized gains................................... $ 6,833  $20,244 $42,045
   Unrealized losses..................................   8,895    5,927   4,526
                                                       -------  ------- -------
   Net unrealized gains (losses)...................... $(2,062) $14,317 $37,519
                                                       =======  ======= =======
</TABLE>
 
  During 1995, the Company issued mortgage loans with interest rates ranging
from 7.41% to 9.86%. The maximum percentage of any one mortgage loan to the
value of the underlying real estate at origination was 85%. Mortgage loans
with a carrying value of $12,782 were non-income producing for the previous
twelve months. Accrued interest of $1,957 related to these mortgage
 
                                    - 27 -
<PAGE>
 
loans was excluded from investment income. The Company requires all mortgage
loans to carry fire insurance equal to the value of the underlying property.
 
  During 1995, 1994 and 1993, mortgage loans of $1,644, $799 and $101,
respectively, were foreclosed and transferred to real estate. At December 31,
1995 and 1994, the Company held a mortgage loan loss reserve in the asset
valuation reserve of $6,168 and $5,204, respectively. At December 31, 1995,
the mortgage loan portfolio is diversified by geographic region and specific
collateral property type as follows:
 
<TABLE>
<CAPTION>
   GEOGRAPHIC DISTRIBUTION
- -----------------------------
<S>                      <C>
South Atlantic.......... 26.2%
Mountain................ 12.4
W. South Central........ 14.3
Pacific................. 16.7
E. North Central........ 13.0
E. South Central........  5.3
W. North Central........  5.5
Middle Atlantic.........  3.1
New England.............  3.5
</TABLE>
<TABLE>
<CAPTION>
 PROPERTY TYPE DISTRIBUTION
- -----------------------------
<S>                      <C>
Retail.................. 31.2%
Apartment............... 20.4
Office.................. 29.1
Industrial..............  3.8
Hotel/Motel.............  1.4
Other................... 14.1
</TABLE>
 
  At December 31, 1995, the Company had the following investments (excluding
U.S. Government guaranteed or insured issues) which individually represented
more than ten percent of capital and surplus and the asset valuation reserve:
 
<TABLE>
<CAPTION>
                                                                        CARRYING
   DESCRIPTION OF SECURITY OR ISSUER                                     VALUE
   ---------------------------------                                    --------
   <S>                                                                  <C>
   Bonds:
   Standard Credit Card Trust.......................................... $84,607
   G E Capital.........................................................  48,290
   Green Tree Financial Corporation....................................  44,128
</TABLE>
 
4. REINSURANCE
 
  The Company reinsures portions of risk on certain insurance policies which
exceed its established limits, thereby providing a greater diversification of
risk and minimizing exposure on larger risks. The Company remains contingently
liable with respect to any insurance ceded, and this would become an actual
liability in the event that the assuming insurance company became unable to
meet its obligation under the reinsurance treaty.
 
  Reinsurance assumption and cession treaties are transacted primarily with
affiliates. Premiums earned reflect the following reinsurance assumed and
ceded amounts:
 
<TABLE>
<CAPTION>
                                                1995        1994        1993
                                             ----------  ----------  ----------
   <S>                                       <C>         <C>         <C>
   Direct premiums.......................... $1,591,531  $1,857,446  $1,472,409
   Reinsurance assumed......................      2,356       1,832       3,040
   Reinsurance ceded........................   (324,993)   (412,029)   (369,203)
                                             ----------  ----------  ----------
   Net premiums earned...................... $1,268,894  $1,447,249  $1,106,246
                                             ==========  ==========  ==========
</TABLE>
 
  The Company received reinsurance recoveries in the amount of $167,287,
$148,414 and $97,409 during 1995, 1994 and 1993, respectively. At December 31,
1995 and 1994, estimated amounts recoverable from reinsurers that have been
deducted from policy and contract claim
 
                                    - 28 -
<PAGE>
 
reserves totaled $65,503 and $62,882, respectively. The aggregate reserves for
policies and contracts were reduced for reserve credits for reinsurance ceded
at December 31, 1995 and 1994 of $2,920,034 and $2,977,954, respectively.
 
  At December 31, 1995, amounts recoverable from unauthorized reinsurers of
$70,516 (1994--$43,055) and reserve credits for reinsurance ceded of $48,992
(1994--$59,131) were associated with a single reinsurer and its affiliates.
The Company holds collateral under these reinsurance agreements in the form of
trust agreements totaling $110,714 at December 31, 1995 that can be drawn on
for amounts that remain unpaid for more than 120 days.
 
5. INCOME TAXES
 
  For federal income tax purposes, the Company joins in a consolidated tax
return filing with certain affiliated companies. Under the terms of a tax-
sharing agreement between the Company and its affiliates, the Company computes
federal income tax expense as if it were filing a separate income tax return,
except that tax credits and net operating loss carryforwards are determined on
the basis of the consolidated group. Additionally, the alternative minimum tax
is computed for the consolidated group and the resulting tax, if any, is
allocated back to the separate companies on the basis of the separate
companies' alternative minimum taxable income.
 
  Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before taxes and
realized capital gains (losses) for the following reasons:
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31
                                                      -------------------------
                                                       1995     1994     1993
                                                      -------  -------  -------
   <S>                                                <C>      <C>      <C>
   Computed tax at federal statutory rate (35%)...... $27,835  $24,106  $29,698
   Tax reserve adjustment............................   2,405    1,150    1,433
   Excess tax depreciation...........................    (365)    (406)    (248)
   Deferred acquisition costs--tax basis.............   4,581    7,378    5,200
   Prior year over accrual...........................    (306)    (644)    (330)
   Dividend received deduction.......................     (56)  (3,513)  (1,202)
   Charitable contribution...........................     --    (3,935)     --
   Other items--net..................................    (759)    (278)  (2,884)
                                                      -------  -------  -------
   Federal income tax expense........................ $33,335  $23,858  $31,667
                                                      =======  =======  =======
</TABLE>
 
  Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($20,387 at December 31, 1995). To the extent dividends are
paid from the amount accumulated in the policyholders' surplus account, net
earnings would be reduced by the amount of tax required to be paid. Should the
entire amount in the policyholders' surplus account become taxable, the tax
thereon computed at current rates would amount to approximately $7,135.
 
  The Company's federal income tax returns have been examined and closing
agreements have been executed with the Internal Revenue Service through 1986.
During 1993, there was a $452 prior period adjustment to the tax accrual. An
examination is underway for years 1987 through 1992.
 
6. POLICY AND CONTRACT ATTRIBUTES
 
  Participating life insurance policies are issued by the Company which
entitle policyholders to a share in the earnings of the participating
policies, provided that a dividend distribution, which
 
                                    - 29 -
<PAGE>
 
is determined annually based on mortality and persistency experience of the
participating policies, is authorized by the Company. Participating insurance
constituted approximately 1.2% of ordinary life insurance in force at December
31, 1995 and 1994.
 
  A portion of the Company's policy reserves and other policyholders' funds
(including separate account liabilities) relate to liabilities established on
a variety of the Company's products that are not subject to significant
mortality or morbidity risk; however, there may be certain restrictions placed
upon the amount of funds that can be withdrawn without penalty. The amount of
reserves on these products, by withdrawal characteristics are summarized as
follows:
 
<TABLE>
<CAPTION>
                                                        DECEMBER 31
                                           -------------------------------------
                                                  1995               1994
                                           ------------------ ------------------
                                                      PERCENT            PERCENT
                                                        OF                 OF
                                             AMOUNT    TOTAL    AMOUNT    TOTAL
                                           ---------- ------- ---------- -------
   <S>                                     <C>        <C>     <C>        <C>
   Subject to discretionary withdrawal
    with market value adjustment.........  $      699    --%  $   29,625    --%
   Subject to discretionary withdrawal at
    book value less surrender charge.....     733,796     8%     521,631     7%
   Subject to discretionary withdrawal at
    market value.........................   1,390,156    16%   1,090,032    14%
   Subject to discretionary withdrawal at
    book value (minimal or no charges or
    adjustments).........................   6,395,719    74%   6,116,461    78%
   Not subject to discretionary
    withdrawal provision.................     139,330     2%     109,542     1%
                                           ----------   ---   ----------   ---
                                            8,659,700   100%   7,867,291   100%
   Less reinsurance ceded................   2,866,160          2,931,320
                                           ----------         ----------
   Total policy reserves on annuities and
    deposit fund liabilities.............  $5,793,540         $4,935,971
                                           ==========         ==========
</TABLE>
 
  Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next
anniversary date. At December 31, 1995 and 1994, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:
 
<TABLE>
<CAPTION>
                                                       GROSS   LOADING    NET
                                                      -------  -------  -------
   <S>                                                <C>      <C>      <C>
   DECEMBER 31, 1995
   Life and annuity:
     Ordinary direct first year business............. $ 3,151  $ 2,223  $   928
     Ordinary direct renewal business................  24,250    7,792   16,458
     Group life direct business......................   1,537      779      758
     Reinsurance ceded...............................  (1,362)    (141)  (1,221)
                                                      -------  -------  -------
                                                       27,576   10,653   16,923
   Accident and health:
     Direct..........................................   1,296      --     1,296
     Reinsurance ceded...............................  (1,193)     --    (1,193)
                                                      -------  -------  -------
   Total accident and health.........................     103      --       103
                                                      -------  -------  -------
                                                      $27,679  $10,653  $17,026
                                                      =======  =======  =======
</TABLE>
 
                                    - 30 -
<PAGE>
 
<TABLE>
<CAPTION>
                                                       GROSS   LOADING    NET
                                                      -------  -------  -------
   <S>                                                <C>      <C>      <C>
   DECEMBER 31, 1994
   Life and annuity:
     Ordinary direct first year business............. $ 3,940  $ 2,865  $ 1,075
     Ordinary direct renewal business................  26,155    8,979   17,176
     Group life direct business......................   1,386      522      864
     Reinsurance ceded...............................    (943)     (67)    (876)
                                                      -------  -------  -------
                                                       30,538   12,299   18,239
   Accident and health:
     Direct..........................................   2,186      --     2,186
     Reinsurance ceded...............................  (2,039)     --    (2,039)
                                                      -------  -------  -------
   Total accident and health.........................     147      --       147
                                                      -------  -------  -------
                                                      $30,685  $12,299  $18,386
                                                      =======  =======  =======
</TABLE>
 
  At December 31, 1995 and 1994, the Company had insurance in force
aggregating $87,010 and $92,680, respectively, in which the gross premiums are
less than the net premiums required by the standard valuation standards
established by the Insurance Division, Department of Commerce, of the State of
Iowa. The Company established policy reserves of $1,417 and $1,616 to cover
these deficiencies at December 31, 1995 and 1994, respectively.
 
  In 1994, the NAIC enacted a guideline to clarify reserving methodologies for
contracts that require immediate payment of claims upon proof of death of the
insured. Companies were allowed to grade the effects of the change in
reserving methodologies over five years. A direct charge to surplus of $501
was made for the year ended December 31, 1995, related to the change in
reserve methodology.
 
7. DIVIDEND RESTRICTIONS
 
  Generally, an insurance company's ability to pay dividends is limited to the
amount that their net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements. However,
payment of such amounts as dividends may be subject to approval by regulatory
authorities.
 
  The Company paid dividends to its parent of $0, $20,900 and $46,000 in 1995,
1994 and 1993, respectively.
 
8. RETIREMENT AND COMPENSATION PLANS
 
  The Company's employees participate in a qualified benefit pension plan
sponsored by AEGON. The Company has no legal obligation for the plan. The
Company recognizes pension expense equal to its allocation from AEGON. The
pension expense is allocated among the participating companies based on the
FASB No. 87 expense as a percent of salaries. The benefits are based on years
of service and the employee's compensation during the highest five consecutive
years of employment. Pension expense aggregated $942, $966 and $782 for the
years ended December 31, 1995, 1994 and 1993, respectively. The plan is
subject to the reporting and disclosure requirements of the Employee
Retirement and Income Security Act of 1974.
 
  The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k)
of the Internal Revenue Service Code. Employees of the Company who customarily
work at least 1,000 hours during each calendar year and meet the other
eligibility requirements, are participants of the plan. Participants may
 
                                    - 31 -
<PAGE>
 
elect to contribute up to fifteen percent of their salary to the plan. The
Company will match an amount up to three percent of the participant's salary.
Participants may direct all of their contributions and plan balances to be
invested in a variety of investment options. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974. Expense related to this plan was $465, $411 and $386 for
the years ended December 31, 1995, 1994 and 1993, respectively.
 
  AEGON sponsors supplemental retirement plans to provide the Company's senior
management with benefits in excess of normal pension benefits. The plans are
noncontributory and benefits are based on years of service and the employee's
compensation level. The plans are unfunded and nonqualified under the Internal
Revenue Service Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also
sponsors an employee stock option plan for individuals employed at least three
years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been
accrued or funded as deemed appropriate by management of AEGON and the
Company.
 
  In addition to pension benefits, the Company participates in plans sponsored
by AEGON that provide postretirement medical, dental and life insurance
benefits to employees meeting certain eligibility requirements. Portions of
the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $164, $169 and $0 for the years ended December 31, 1995, 1994
and 1993, respectively.
 
9. RELATED PARTY TRANSACTIONS
 
  The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1995,
1994 and 1993, the Company paid $14,214, $11,820 and $11,689, respectively,
for these services, which approximates their costs to the affiliates.
 
  Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.64% at December 31, 1995. During 1995,
1994 and 1993, the Company paid net interest of $794, $363 and $283,
respectively, to affiliates.
 
  During 1995 and 1994, the Company received capital contributions of $40,000
and $15,000, respectively, in cash from its parent and during 1994 received a
dividend of $10,000 from its subsidiary, Equity National, which was included
in net investment income.
 
  During 1995, the Company sold real estate with a book value of approximately
$13,270 to an affiliated entity in exchange for a short-term note receivable.
No gain was recognized on this sale. This note bears interest at 5.65% and
matures on March 28, 1996.
 
  During the year ended December 31, 1995, the Company restructured demand
notes and accrued interest of $13,250 and $745, respectively, related to an
affiliate. The Company received 9,750 shares of preferred stock from the
affiliate for satisfaction of debt. The Company realized a loss of $8,695
related to this transaction. At December 31, 1995, the preferred stock related
to this affiliate was deemed to have no value and an unrealized loss of $4,555
was recognized.
 
10. COMMITMENTS AND CONTINGENCIES
 
  The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages, in
 
                                    - 32 -
<PAGE>
 
addition to contract liability, it is management's opinion, after consultation
with counsel and a review of available facts, that damages arising from such
demands will not be material to the Company's financial position.
 
  The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as
an asset on the Company's balance sheet. Potential future obligations for
unknown insolvencies are not determinable by the Company. The future
obligation has been based on the most recent information available from the
National Organization of Life and Health Insurance Guaranty Associations
(NOLHGA). The Company has established a reserve of $21,747 and $18,344 and an
offsetting premium tax benefit of $9,457 and $10,556 at December 31, 1995 and
1994, respectively, for its estimated share of future guaranty fund
assessments related to several major insurer insolvencies. During 1994, $3,444
was charged to surplus as prior period adjustments to provide for this net
reserve plus certain assessments paid that related to several major insurer
insolvencies prior to 1992. The guaranty fund expense was $5,859, $4,054 and
$0 for December 31, 1995, 1994 and 1993, respectively.
 
11. SUBSEQUENT EVENT
 
  Effective January 10, 1996, the Company announced it had signed a Memorandum
of Understanding with United Insurance Companies, Inc. to sell its North
Richland Hills, Texas health administrative operations known as The Insurance
Center. The transaction, which is subject to approval by the Board of
Directors of both companies, will result in the transfer of all employees and
office facilities to United Insurance Companies, Inc. All inforce business
will continue to be shared by United Insurance Companies, Inc. and the Company
and its affiliates through the existing coinsurance agreements. After a short
transition period, all new business produced by United Group Association, an
independent insurance agency, will be written by the insurance subsidiaries of
United Insurance Companies, Inc. and will not be shared with the Company and
its affiliates through coinsurance arrangements. The transaction is expected
to be completed on or about April 1, 1996.
 
                                    - 33 -
<PAGE>
 
                                                                     SCHEDULE I
 
                          PFL LIFE INSURANCE COMPANY
 
       SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES
                               DECEMBER 31, 1995
                            (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                              AMOUNT AT WHICH
                                                    MARKET      SHOWN IN THE
          TYPE OF INVESTMENT            COST (1)    VALUE     BALANCE SHEET (2)
          ------------------           ---------- ---------- ------------------
<S>                                    <C>        <C>        <C>
FIXED MATURITIES
Bonds:
  United States Government and
   government agencies and
   authorities........................ $1,616,094 $1,674,088     $1,613,124
  States, municipalities and political
   subdivisions.......................      3,975      4,576          3,975
  Foreign governments.................     43,053     45,128         42,261
  Public utilities....................    158,821    165,107        156,619
  All other corporate bonds...........  2,809,545  2,935,736      2,797,355
Redeemable preferred stock............      9,336     12,275          9,336
                                       ---------- ----------     ----------
Total fixed maturities................  4,640,824  4,836,910      4,622,670
EQUITY SECURITIES
Common stocks:
  Banks, trust and insurance..........      5,114      6,221          6,221
  Industrial, miscellaneous and all
   other..............................     13,947     18,645         18,645
                                       ---------- ----------     ----------
Total equity securities...............     19,061     24,866         24,866
Mortgage loans on real estate.........    680,414                   680,414
Real estate...........................     60,856                    60,856
Real estate acquired in satisfaction
 of debt..............................      2,648                     2,648
Policy loans..........................     52,675                    52,675
Other long-term investments...........      5,586                     5,586
Cash and short-term investments.......     79,852                    79,852
                                       ----------                ----------
Total investments..................... $5,541,916                $5,529,567
                                       ==========                ==========
</TABLE>
- --------
(1) Original cost of equity securities and, as to fixed maturities, original
    cost reduced by repayments and adjusted for amortization of premiums or
    accrual of discounts.
(2) Amount differs from cost as certain bonds have been adjusted to reflect
    other than temporary decline in value charged to surplus, as prescribed by
    the NAIC.
 
                                    - 34 -
<PAGE>
 
                                                                    SCHEDULE III
 
                           PFL LIFE INSURANCE COMPANY
 
                      SUPPLEMENTARY INSURANCE INFORMATION
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                              FUTURE POLICY          POLICY AND
                                              BENEFITS AND  UNEARNED  CONTRACT
                                                EXPENSES    PREMIUMS LIABILITIES
                                              ------------- -------- -----------
<S>                                           <C>           <C>      <C>
YEAR ENDED DECEMBER 31, 1995
Individual life..............................  $  594,274   $   --     $ 6,066
Individual health............................      24,225     7,768     11,863
Group life and health........................      67,994    16,662     58,813
Annuity......................................   4,220,274       --         --
                                               ----------   -------    -------
                                               $4,906,767   $24,430    $76,742
                                               ==========   =======    =======
YEAR ENDED DECEMBER 31, 1994
Individual life..............................  $  544,087   $   --     $ 7,298
Individual health............................      16,649     6,487      8,643
Group life and health........................      60,207    17,680     57,959
Annuity......................................   3,693,388       --         --
                                               ----------   -------    -------
                                               $4,314,331   $24,167    $73,900
                                               ==========   =======    =======
YEAR ENDED DECEMBER 31, 1993
Individual life..............................  $  402,985   $   --     $ 8,424
Individual health............................      11,714     4,623      6,494
Group life and health........................     108,355    17,783     55,265
Annuity......................................   3,124,527       --         --
                                               ----------   -------    -------
                                               $3,647,581   $22,406    $70,183
                                               ==========   =======    =======
</TABLE>
 
                                     - 35 -
<PAGE>
 
 
<TABLE>
<CAPTION>
                  NET            BENEFITS, CLAIMS           OTHER
 PREMIUM       INVESTMENT           LOSSES AND            OPERATING        PREMIUMS
 REVENUE         INCOME         SETTLEMENT EXPENSES       EXPENSES         WRITTEN
 -------       ----------       -------------------       ---------       ----------
<S>            <C>              <C>                       <C>             <C>
$  111,918      $ 49,929            $   97,065            $ 37,933        $      --
    47,692         4,091                25,793              26,033            47,690
   187,832        11,665               106,065             139,640           184,545
   921,452       327,000             1,116,768             114,164           921,448
- ----------      --------            ----------            --------        ----------
$1,268,894      $392,685            $1,345,691            $317,770        $1,153,683
==========      ========            ==========            ========        ==========
$  146,328      $ 43,025            $  124,736            $ 42,309        $      --
    38,811         3,983                22,323              22,707            38,797
   194,704        10,531               108,400             143,645           192,034
 1,067,406       286,341             1,036,313             319,328         1,067,404
- ----------      --------            ----------            --------        ----------
$1,447,249      $343,880            $1,291,772            $527,989        $1,298,235
==========      ========            ==========            ========        ==========
$   95,716      $ 36,471            $   71,638            $ 56,462        $      --
    28,388         1,024                16,663              15,987            28,434
   241,356        13,465               135,764             148,254           239,575
   740,786       271,433               506,949             457,328           740,900
- ----------      --------            ----------            --------        ----------
$1,106,246      $322,393            $  731,014            $678,031        $1,008,909
==========      ========            ==========            ========        ==========
</TABLE>
 
                                     - 36 -
<PAGE>
 
                                                                    SCHEDULE IV
 
                          PFL LIFE INSURANCE COMPANY
 
                                  REINSURANCE
                            (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                ASSUMED             PERCENTAGE
                                     CEDED TO    FROM               OF AMOUNT
                            GROSS      OTHER     OTHER      NET      ASSUMED
                            AMOUNT   COMPANIES COMPANIES   AMOUNT     TO NET
                          ---------- --------- --------- ---------- ----------
<S>                       <C>        <C>       <C>       <C>        <C>
YEAR ENDED DECEMBER 31,
 1995
Life insurance in force.. $4,594,434 $468,811  $ 22,936  $4,148,559     .6%
                          ========== ========  ========  ==========    ===
Premiums:
  Individual life........ $  113,934 $  3,841  $  1,825  $  111,918    1.6%
  Individual health......     60,309   12,617       --       47,692    --
  Group life and health..    408,097  220,265       --      187,832    --
  Annuity................  1,009,191   88,270       531     921,452    .05%
                          ---------- --------  --------  ----------    ---
                          $1,591,531 $324,993  $  2,356  $1,268,894     .2%
                          ========== ========  ========  ==========    ===
YEAR ENDED DECEMBER 31,
 1994
Life insurance in force.. $4,713,817 $468,811  $112,054  $4,357,060    2.6%
                          ========== ========  ========  ==========    ===
Premiums:
  Individual life........ $  148,702 $  3,639  $  1,265  $  146,328     .9%
  Individual health......     50,303   11,492       --       38,811    --
  Group life and health..    412,200  217,496       --      194,704    --
  Annuity................  1,246,241  179,402       567   1,067,406    .05%
                          ---------- --------  --------  ----------    ---
                          $1,857,446 $412,029  $  1,832  $1,447,249     .1%
                          ========== ========  ========  ==========    ===
YEAR ENDED DECEMBER 31,
 1993
Life insurance in force.. $4,773,533 $387,843  $192,203  $4,577,893    4.2%
                          ========== ========  ========  ==========    ===
Premiums:
  Individual life........ $   95,982 $  2,640  $  2,373  $   95,715    2.5%
  Individual health......     37,709    9,321       --       28,388    --
  Group life and health..    401,906  160,550       --      241,356    --
  Annuity................    936,812  196,692       667     740,787     .1%
                          ---------- --------  --------  ----------    ---
                          $1,472,409 $369,203  $  3,040  $1,106,246     .3%
                          ========== ========  ========  ==========    ===
</TABLE>    
 
                                    - 37 -
<PAGE>
 
              THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
 
                        REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Contract Owners of
 The PFL Endeavor Platinum Variable Annuity Account,
 PFL Life Insurance Company:
 
  We have audited the accompanying balance sheet of The PFL Endeavor Platinum
Variable Annuity Account (comprising, respectively, the Money Market, Managed
Asset Allocation, T. Rowe Price International Stock, formerly Global Growth,
Quest for Value Equity, Quest for Value Small Cap, U.S. Government Securities,
T. Rowe Price Equity Income, T. Rowe Price Growth Stock and Growth
subaccounts) as of December 31, 1995, and the related statements of operations
and changes in contract owners' equity for the periods indicated therein.
These financial statements are the responsibility of the Variable Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of mutual fund shares owned as of December
31, 1995 by correspondence with the mutual funds' transfer agent. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
subaccounts constituting The PFL Endeavor Platinum Variable Annuity Account at
December 31, 1995, and the results of their operations and changes in their
contract owners' equity for the periods indicated therein in conformity with
generally accepted accounting principles.
 
                                          Ernst & Young LLP
 
Des Moines, Iowa
February 6, 1996
 
                                    - 38 -
<PAGE>
 
               THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
 
                                 BALANCE SHEET
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                      MANAGED
                                                            MONEY      ASSET
                                                            MARKET   ALLOCATION
                                                 TOTAL    SUBACCOUNT SUBACCOUNT
                                              ----------- ---------- ----------
<S>                                           <C>         <C>        <C>
ASSETS
Investments in mutual funds, at current
 market value:
  Endeavor Series Trust--Money Market
   Portfolio 3,703,297.290 shares @ $1.00
   (cost $3,703,297)......................... $ 3,703,297 3,703,297        --
  Endeavor Series Trust--Managed Asset
   Allocation Portfolio 241,145.079 shares
   @ $16.28 (cost $3,589,645)................   3,925,842       --   3,925,842
  Endeavor Series Trust--T. Rowe Price
   International Stock Portfolio 302,560.318
   shares @ $12.19 (cost $3,500,922).........   3,688,210       --         --
  Endeavor Series Trust--Quest for Value
   Equity Portfolio 263,661.125 shares @
   $14.23 (cost $3,296,412)..................   3,751,898       --         --
  Endeavor Series Trust--Quest for Value
   Small Cap Portfolio 237,805.033 shares @
   $12.22 (cost $2,685,388)..................   2,905,978       --         --
  Endeavor Series Trust--U.S. Government
   Securities Portfolio 261,403.765 shares
   @ $11.39 (cost $2,849,683)................   2,977,389       --         --
  Endeavor Series Trust--T. Rowe Price Equity
   Income Portfolio 175,758.069 shares @
   $13.05 (cost $2,070,324)..................   2,293,643       --         --
  Endeavor Series Trust--T. Rowe Price Growth
   Stock Portfolio 158,627.527 shares @
   $13.72 (cost $1,997,939)..................   2,176,370       --         --
  WRL Series Fund, Inc.--Growth Portfolio
   192,952.355 shares @ $31.660740 (cost
   $5,446,116)...............................   6,109,014       --         --
                                              ----------- ---------  ---------
  Total investments in mutual funds..........  31,531,641 3,703,297  3,925,842
                                              ----------- ---------  ---------
  Total Assets............................... $31,531,641 3,703,297  3,925,842
                                              =========== =========  =========
LIABILITIES AND CONTRACT OWNERS' EQUITY
LIABILITIES:
  Contract terminations payable.............. $     1,576        61        197
                                              ----------- ---------  ---------
  Total Liabilities..........................       1,576        61        197
CONTRACT OWNERS' EQUITY:
  Deferred annuity contracts terminable by
   owners (Notes 2 and 5)....................  31,530,065 3,703,236  3,925,645
                                              ----------- ---------  ---------
                                              $31,531,641 3,703,297  3,925,842
                                              =========== =========  =========
</TABLE>
 
                See accompanying Notes to Financial Statements.
 
                                     - 39 -
<PAGE>
 
 
<TABLE>
<CAPTION>
T. ROWE PRICE    QUEST      QUEST       U.S.    T. ROWE PRICE T. ROWE PRICE
INTERNATIONAL  FOR VALUE  FOR VALUE  GOVERNMENT    EQUITY        GROWTH
    STOCK        EQUITY   SMALL CAP  SECURITIES    INCOME         STOCK       GROWTH
 SUBACCOUNT    SUBACCOUNT SUBACCOUNT SUBACCOUNT  SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
- -------------  ---------- ---------- ---------- ------------- ------------- ----------
<S>            <C>        <C>        <C>        <C>           <C>           <C>
      --             --         --         --           --            --          --
      --             --         --         --           --            --          --
3,688,210            --         --         --           --            --          --
      --       3,751,898        --         --           --            --          --
      --             --   2,905,978        --           --            --          --
      --             --         --   2,977,389          --            --          --
      --             --         --         --     2,293,643           --          --
      --             --         --         --           --      2,176,370         --
      --             --         --         --           --            --    6,109,014
- ---------      ---------  ---------  ---------    ---------     ---------   ---------
3,688,210      3,751,898  2,905,978  2,977,389    2,293,643     2,176,370   6,109,014
- ---------      ---------  ---------  ---------    ---------     ---------   ---------
3,688,210      3,751,898  2,905,978  2,977,389    2,293,643     2,176,370   6,109,014
=========      =========  =========  =========    =========     =========   =========
       92            121        126        108           95           103         673
- ---------      ---------  ---------  ---------    ---------     ---------   ---------
       92            121        126        108           95           103         673
3,688,118      3,751,777  2,905,852  2,977,281    2,293,548     2,176,267   6,108,341
- ---------      ---------  ---------  ---------    ---------     ---------   ---------
3,688,210      3,751,898  2,905,978  2,977,389    2,293,643     2,176,370   6,109,014
=========      =========  =========  =========    =========     =========   =========
</TABLE>
 
                                     - 40 -
<PAGE>
 
               THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
 
                            STATEMENT OF OPERATIONS
                 YEAR ENDED DECEMBER 31, 1995, EXCEPT AS NOTED
 
<TABLE>   
<CAPTION>
                                                                       MONEY
                                                                       MARKET
                                                           TOTAL     SUBACCOUNT
                                                         ----------  ----------
<S>                                                      <C>         <C>
NET INVESTMENT INCOME (LOSS)
Income:
  Dividends............................................. $  858,337    132,597
Expenses (Note 4):
  Administrative fee....................................      4,340        363
  Mortality and Expense risk charge and Distribution Fi-
   nancing charge.......................................    291,814     40,458
                                                         ----------  ---------
    Net investment income (loss)........................    562,183     91,776
                                                         ----------  ---------
NET REALIZED AND UNREALIZED CAPITAL GAIN FROM
 INVESTMENTS
Net realized capital gain (loss) from sales of invest-
 ments:
  Proceeds from sales...................................  5,463,286  2,453,849
  Cost of investments sold..............................  5,170,349  2,453,849
                                                         ----------  ---------
Net realized capital gain (loss) from sales of invest-
 ments..................................................    292,937        --
                                                         ----------  ---------
Net change in unrealized appreciation/depreciation of
 investments:
  Beginning of period...................................    (99,307)       --
  End of period.........................................  2,391,915        --
                                                         ----------  ---------
    Net change in unrealized appreciation/depreciation
     of investments.....................................  2,491,222        --
                                                         ----------  ---------
    Net realized and unrealized capital gain from
     investments........................................  2,784,159        --
                                                         ----------  ---------
INCREASE FROM OPERATIONS................................ $3,346,342     91,776
                                                         ==========  =========
</TABLE>    
 
(/1/)Period from January 20, 1995 (commencement of operations) to December 31,
     1995
(/2/)Period from January 5, 1995 (commencement of operations) to December 31,
     1995
 
 
                See accompanying Notes to Financial Statements.
 
                                     - 41 -
<PAGE>
 
 
<TABLE>
<CAPTION>
 MANAGED    T. ROWE PRICE   QUEST      QUEST       U.S.     T. ROWE PRICE T. ROWE PRICE
  ASSET     INTERNATIONAL FOR VALUE  FOR VALUE  GOVERNMENT     EQUITY        GROWTH
ALLOCATION      STOCK       EQUITY   SMALL CAP  SECURITIES     INCOME         STOCK       GROWTH
SUBACCOUNT   SUBACCOUNT   SUBACCOUNT SUBACCOUNT SUBACCOUNT  SUBACCOUNT/1/ SUBACCOUNT/2/ SUBACCOUNT
- ----------  ------------- ---------- ---------- ----------  ------------- ------------- ----------
<S>         <C>           <C>        <C>        <C>         <C>           <C>           <C>
 32,056         51,831      15,253     33,063      10,207          676         1,922      580,732
    778            893         454        297         211           23            21        1,300
 39,637         41,239      32,447     28,147      25,287       12,002        12,129       60,468
- -------        -------     -------    -------   ---------      -------       -------    ---------
 (8,359)         9,699     (17,648)     4,619     (15,291)     (11,349)      (10,228)     518,964
- -------        -------     -------    -------   ---------      -------       -------    ---------
515,801        284,815     231,712    226,676   1,185,517       53,368        72,600      438,948
456,128        295,875     188,777    218,687   1,098,971       47,128        59,586      351,348
- -------        -------     -------    -------   ---------      -------       -------    ---------
 59,673        (11,060)     42,935      7,989      86,546        6,240        13,014       87,600
- -------        -------     -------    -------   ---------      -------       -------    ---------
(10,491)       (71,432)       (160)    10,289        (824)         --            --       (26,689)
336,197        187,288     455,486    220,590     127,706      223,319       178,431      662,898
- -------        -------     -------    -------   ---------      -------       -------    ---------
346,688        258,720     455,646    210,301     128,530      223,319       178,431      689,587
- -------        -------     -------    -------   ---------      -------       -------    ---------
406,361        247,660     498,581    218,290     215,076      229,559       191,445      777,187
- -------        -------     -------    -------   ---------      -------       -------    ---------
398,002        257,359     480,933    222,909     199,785      218,210       181,217    1,296,151
=======        =======     =======    =======   =========      =======       =======    =========
</TABLE>
 
                                     - 42 -
<PAGE>
 
               THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
 
                STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
            YEARS ENDED DECEMBER 31, 1995 AND 1994, EXCEPT AS NOTED
 
<TABLE>
<CAPTION>
                                                                               MANAGED            T. ROWE PRICE
                                                         MONEY                  ASSET             INTERNATIONAL
                                                         MARKET              ALLOCATION               STOCK
                                  TOTAL                SUBACCOUNT            SUBACCOUNT            SUBACCOUNT
                          ----------------------  ---------------------  --------------------  --------------------
                             1995        1994        1995       1994       1995       1994       1995       1994
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
<S>                       <C>          <C>        <C>         <C>        <C>        <C>        <C>        <C>
OPERATIONS
Net investment income
 (loss).................  $   562,183     (3,370)     91,776     11,861     (8,359)    (4,384)     9,699     (6,379)
Net realized capital
 gain (loss)............      292,937      2,320         --         --      59,673        469    (11,060)    (1,436)
Net change in unrealized
 appreciation/
 depreciation of
 investments............    2,491,222    (99,307)        --         --     346,688    (10,491)   258,720    (71,432)
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
Increase (decrease) from
 operations.............    3,346,342   (100,357)     91,776     11,861    398,002    (14,406)   257,359    (79,247)
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
CONTRACT TRANSACTIONS
Net contract purchase
 payments...............   21,662,505  7,994,206   4,526,586  1,534,909  1,883,952  1,331,887  1,936,013  1,535,637
Transfer payments from
 (to) other
 subaccounts............      263,239        --   (1,773,778)    69,900    444,020    (14,187)   315,158    (97,952)
Contract terminations,
 withdrawals, and other
 deductions.............   (1,557,372)   (78,498)   (686,618)   (71,400)  (103,076)      (547)  (178,543)      (307)
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
Increase from contract
 transactions...........   20,368,372  7,915,708   2,066,190  1,533,409  2,224,896  1,317,153  2,072,628  1,437,378
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
Net increase in contract
 owners' equity.........   23,714,714  7,815,351   2,157,966  1,545,270  2,622,898  1,302,747  2,329,987  1,358,131
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
CONTRACT OWNERS' EQUITY
Beginning of period.....    7,815,351        --    1,545,270        --   1,302,747        --   1,358,131        --
                          -----------  ---------  ----------  ---------  ---------  ---------  ---------  ---------
End of period...........  $31,530,065  7,815,351   3,703,236  1,545,270  3,925,645  1,302,747  3,688,118  1,358,131
                          ===========  =========  ==========  =========  =========  =========  =========  =========
</TABLE>
 
1  Period from January 20, 1995 (commencement of operations) to December 31,
   1995
2  Period from January 5, 1995 (commencement of operations) to December 31,
   1995
 
 
                See accompanying Notes to Financial Statements.
 
                                     - 43 -
<PAGE>
 
 
<TABLE>
<CAPTION>
      QUEST               QUEST               U.S.          T. ROWE PRICE T. ROWE PRICE
    FOR VALUE           FOR VALUE          GOVERNMENT          EQUITY        GROWTH
     EQUITY             SMALL CAP          SECURITIES          INCOME         STOCK           GROWTH
   SUBACCOUNT          SUBACCOUNT          SUBACCOUNT        SUBACCOUNT    SUBACCOUNT       SUBACCOUNT
- ------------------  ------------------  ------------------  ------------- ------------- --------------------
  1995      1994      1995      1994      1995      1994       1995/1/       1995/2/      1995       1994
- ---------  -------  ---------  -------  ---------  -------  ------------- ------------- ---------  ---------
<S>        <C>      <C>        <C>      <C>        <C>      <C>           <C>           <C>        <C>
  (17,648)  (2,196)     4,619   (2,031)   (15,291)  (1,552)     (11,349)      (10,228)    518,964      1,311
   42,935      275      7,989    1,312     86,546      (29)       6,240        13,014      87,600      1,729
  455,646     (160)   210,301   10,289    128,530     (824)     223,319       178,431     689,587    (26,689)
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
  480,933   (2,081)   222,909    9,570    199,785   (2,405)     218,210       181,217   1,296,151    (23,649)
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
1,938,053  732,058  1,954,060  695,430  3,283,653  449,895    1,621,945     1,584,777   2,933,466  1,714,390
  735,365   18,200    135,312  (27,721)  (883,538)     --       459,377       444,858     386,465     51,760
 (149,466)  (1,285)   (82,679)  (1,029)   (66,486)  (3,623)      (5,984)      (34,585)   (249,935)      (307)
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
2,523,952  748,973  2,006,693  666,680  2,333,629  446,272    2,075,338     1,995,050   3,069,996  1,765,843
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
3,004,885  746,892  2,229,602  676,250  2,533,414  443,867    2,293,548     2,176,267   4,366,147  1,742,194
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
  746,892      --     676,250      --     443,867      --           --            --    1,742,194        --
- ---------  -------  ---------  -------  ---------  -------    ---------     ---------   ---------  ---------
3,751,777  746,892  2,905,852  676,250  2,977,281  443,867    2,293,548     2,176,267   6,108,341  1,742,194
=========  =======  =========  =======  =========  =======    =========     =========   =========  =========
</TABLE>
 
                                     - 44 -
<PAGE>
 
              THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
 
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
 
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  Organization--The PFL Endeavor Platinum Variable Annuity Account ("Mutual
Fund Account") is a segregated investment account of PFL Life Insurance
Company ("PFL Life"), an indirect, wholly-owned subsidiary of AEGON USA, Inc.
("AUSA"), a holding company. AUSA is an indirect, wholly-owned subsidiary of
AEGON nv, a holding company organized under the laws of The Netherlands.
   
  The T. Rowe Price Equity Income Subaccount commenced operations on January
20, 1995. The T. Rowe Price Growth Stock Subaccount commenced operations on
January 5, 1995. All other subaccounts commenced operations on July 5, 1994.
Effective March 24, 1995, the names of the Global Growth Portfolio and Global
Growth Subaccount were changed to T. Rowe Price International Stock Portfolio
and T. Rowe Price International Stock Subaccount, respectively. The investment
objective of the portfolio was changed from investment on a global basis to
investment on an international basis (i.e. in non-U.S. companies). The
investment adviser of the Endeavor Series Trust is Endeavor Investment
Advisers, a general partnership between Endeavor Management Co. and AUSA
Financial Markets, Inc., an affiliate of PFL Life. The investment adviser for
the WRL Series Fund, Inc. is Western Reserve Life Assurance Co of Ohio, an
affiliate of PFL Life.     
 
  The Mutual Fund Account is registered with the Securities and Exchange
Commission as a Unit Investment Trust pursuant to provisions of the Investment
Company Act of 1940.
 
  Investments--Net purchase payments received by the Mutual Fund Account are
invested in the portfolios of the Endeavor Series Trust, and the Growth
Portfolio of the WRL Series Fund, Inc. (collectively the "Series Funds"), as
selected by the contract owner. Investments are stated at the closing net
asset values per share on December 31, 1995.
 
  Realized capital gains and losses from sale of shares in the Series Funds
are determined on the first-in, first-out basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed)
and dividend income is recorded on the ex-dividend date. Unrealized gains or
losses from investments in the Series Funds are credited or charged to
contract owners' equity.
 
  Dividend Income--Dividends received from the Series Funds investments are
reinvested to purchase additional mutual fund shares.
 
2. CONTRACT OWNERS' EQUITY
 
  A summary of deferred annuity contracts terminable by owners at December 31,
1995 follows:
 
<TABLE>
<CAPTION>
                                                    ACCUMULATION
                                      ACCUMULATION      UNIT         TOTAL
        SUBACCOUNT                     UNITS OWNED     VALUE     CONTRACT VALUE
        ----------                    ------------- ------------ --------------
   <S>                                <C>           <C>          <C>
   Money Market...................... 3,516,158.473  $ 1.053205   $ 3,703,236
   Managed Asset Allocation.......... 3,313,507.707    1.184740     3,925,645
   T. Rowe Price International
    Stock............................ 3,606,823.400    1.022539     3,688,118
   Quest for Value Equity............ 2,808,066.903    1.336071     3,751,777
   Quest for Value Small Cap......... 2,577,504.165    1.127390     2,905,852
   U.S. Government Securities........ 2,656,099.798    1.120922     2,977,281
   T. Rowe Price Equity Income....... 1,786,079.570    1.284124     2,293,548
   T. Rowe Price Growth Stock........ 1,611,995.783    1.350045     2,176,267
   Growth............................   442,772.285   13.795672     6,108,341
                                                                  -----------
                                                                  $31,530,065
                                                                  ===========
</TABLE>
 
                                    - 45 -
<PAGE>
 
  A summary of changes in contract owners' account units follows:
 
<TABLE>
<CAPTION>
                                                                                               T. ROWE   T. ROWE
                                      MANAGED      T. ROWE     QUEST     QUEST       U.S.       PRICE     PRICE
                           MONEY       ASSET     PRICE INT'L FOR VALUE FOR VALUE  GOVERNMENT   EQUITY    GROWTH
                           MARKET    ALLOCATION     STOCK     EQUITY   SMALL CAP  SECURITIES   INCOME     STOCK    GROWTH
                          SUBACCT.    SUBACCT.    SUBACCT.   SUBACCT.  SUBACCT.    SUBACCT.   SUBACCT.  SUBACCT.  SUBACCT.
                         ----------  ----------  ----------- --------- ---------  ----------  --------- --------- --------
<S>                      <C>         <C>         <C>         <C>       <C>        <C>         <C>       <C>       <C>
Units outstanding at
 1/1/94.................        --         --           --         --        --         --          --        --      --
Units purchased.........  1,524,000  1,344,568    1,543,161    723,486   702,507    454,189         --        --  177,498
Units redeemed and
 transferred............     (1,325)   (14,895)     (98,450)    16,725   (29,464)    (3,679)        --        --    5,289
                         ----------  ---------    ---------  --------- ---------  ---------   --------- --------- -------
Units outstanding at
 12/31/94...............  1,522,675  1,329,673    1,444,711    740,211   673,043    450,510         --        --  182,787
Units purchased.........  4,371,335  1,693,308    2,026,680  1,603,267 1,864,220  3,076,825   1,404,730 1,288,344 250,284
Units redeemed and
 transferred............ (2,377,852)   290,527      135,432    464,589    40,241   (871,235)    381,350   323,652   9,701
                         ----------  ---------    ---------  --------- ---------  ---------   --------- --------- -------
Units outstanding at
 12/31/95...............  3,516,158  3,313,508    3,606,823  2,808,067 2,577,504  2,656,100   1,786,080 1,611,996 442,772
                         ==========  =========    =========  ========= =========  =========   ========= ========= =======
</TABLE>
 
3. TAXES
 
  Operations of the Mutual Fund Account form a part of PFL Life, which is
taxed as a life insurance company under Subchapter L of the Internal Revenue
Code of 1986, as amended (the "Code"). The operations of the Mutual Fund
Account are accounted for separately from other operations of PFL Life for
purposes of federal income taxation. The Mutual Fund Account is not separately
taxable as a regulated investment company under Subchapter M of the Code and
is not otherwise taxable as an entity separate from PFL Life. Under existing
federal income tax laws, the income of the Mutual Fund Account, to the extent
applied to increase reserves under the variable annuity contracts, is not
taxable to PFL Life.
 
4. ADMINISTRATIVE, MORTALITY AND EXPENSE RISK CHARGES
 
  Administrative charges include an annual charge of the lesser of 2% of the
policy value or $35 per contract which will commence on the first policy
anniversary of each contract owner's account. For policies issued on or after
May 1, 1995, the fee is waived if the sum of the premium payments less the sum
of all partial withdrawals is at least $50,000 on the policy anniversary.
Charges for administrative fees to the variable annuity contracts are an
expense of the Mutual Fund Account.
 
  PFL Life deducts a daily charge equal to an annual rate of 1.25% of the
value of the contract owners' individual account as a charge for assuming
certain mortality and expense risks. PFL Life also deducts a daily charge
equal to an annual rate of .15% of the contract owners' account for
administrative expenses. In addition, during the first ten policy years PFL
Life imposes a daily distribution financing charge equal to an annual rate of
 .25% of the value of the contract owners' account.
 
                                    - 46 -
<PAGE>
 
5. NET ASSETS
 
  At December 31, 1995 contract owners' equity was comprised of:
 
<TABLE>
<CAPTION>
                                                    T. ROWE    QUEST     QUEST               T. ROWE   T. ROWE
                                         MANAGED     PRICE      FOR       FOR       U.S.      PRICE     PRICE
                                MONEY     ASSET      INT'L     VALUE     VALUE   GOVERNMENT  EQUITY    GROWTH
                               MARKET   ALLOCATION   STOCK    EQUITY   SMALL CAP SECURITIES  INCOME     STOCK    GROWTH
                     TOTAL    SUBACCT.   SUBACCT.  SUBACCT.  SUBACCT.  SUBACCT.   SUBACCT.  SUBACCT.  SUBACCT.  SUBACCT.
                  ----------- --------- ---------- --------- --------- --------- ---------- --------- --------- ---------
<S>               <C>         <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>
Unit
 transactions,
 accumulated net
 investment
 income and
 realized
 capital gains..  $29,138,150 3,703,236 3,589,448  3,500,830 3,296,291 2,685,262 2,849,575  2,070,229 1,997,836 5,445,443
Adjustment for
 appreciation to
 market value...    2,391,915       --    336,197    187,288   455,486   220,590   127,706    223,319   178,431   662,898
                  ----------- --------- ---------  --------- --------- --------- ---------  --------- --------- ---------
Total Contract
 Owners'
 Equity.........  $31,530,065 3,703,236 3,925,645  3,688,118 3,751,777 2,905,852 2,977,281  2,293,548 2,176,267 6,108,341
                  =========== ========= =========  ========= ========= ========= =========  ========= ========= =========
</TABLE>
 
6. PURCHASES AND SALES OF INVESTMENT SECURITIES
 
  The aggregate cost of purchases and proceeds from sales of investments were
as follows:
 
<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31 OR COMMENCEMENT
                                              OF OPERATIONS TO DECEMBER 31
                                         ---------------------------------------
                                                 1995                1994
                                         --------------------- -----------------
                                          PURCHASES    SALES   PURCHASES  SALES
                                         ----------- --------- --------- -------
     <S>                                 <C>         <C>       <C>       <C>
     Endeavor Series Trust
       Money Market Portfolio..........  $ 4,608,764 2,453,849 1,891,995 343,613
       Managed Asset Allocation Portfo-
        lio............................    2,731,032   515,801 1,381,275  67,003
       T. Rowe Price International
        Stock Portfolio................    2,367,406   284,815 1,561,048 130,221
       Quest for Value Equity Portfo-
        lio............................    2,736,494   231,712   763,450  15,030
       Quest for Value Small Cap Port-
        folio..........................    2,238,358   226,676   732,076  67,671
       U.S. Government Securities Port-
        folio..........................    3,503,308 1,185,517   450,063   4,688
       T. Rowe Price Equity Income
        Portfolio......................    2,117,452    53,368       --      --
       T. Rowe Price Growth Stock Port-
        folio..........................    2,057,525    72,600       --      --
     WRL Series Fund, Inc.
       Growth Portfolio................    4,030,195   438,948 1,912,778 147,238
                                         ----------- --------- --------- -------
                                         $26,390,534 5,463,286 8,692,685 775,464
                                         =========== ========= ========= =======
</TABLE>
 
                                     - 47 -
<PAGE>
 
PART C    OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

          (a)     Financial Statements

                  All required financial statements are included in Part B 
                  of this Registration Statement.  
          
          (b)     Exhibits:  The following exhibits are filed herewith:

                  (1)   (a)  Resolution of the Board of Directors of PFL
                             Life Insurance Company authorizing
                             establishment of the Mutual Fund Account.
                             Note 1.
                            
                        (b)  Authorization Changing Name of the Mutual Fund 
                             Account.  Note 11.       

                  (2)        Not Applicable.

                  (3)   (a)  Principal Underwriting Agreement by and between 
                             PFL Life Insurance Company, on its own behalf 
                             and on the behalf of the Mutual Fund Account, 
                             and AEGON USA Securities, Inc.  Note 6.

                        (b)  Form of Broker/Dealer Supervision and Sales 
                             Agreement by and between AEGON USA Securities,
                             Inc. and the Broker/Dealer.  Note 6.

                  (4)   (a)  Form of Policy for the Endeavor Platinum 
                             Variable Annuity.  Note 7.

                        (b)  Amended pages to Form of Policy for Endeavor
                             Platinum Variable Annuity.  Note 8.

                        (c)  Form of Policy Endorsement (Death Benefits).  
                             Note 10.

                  (5)        Form of Application for the Endeavor Platinum   
                             Variable Annuity.  Note 10.

                  (6)   (a)  Articles of Incorporation of PFL Life Insurance 
                             Company.  Note 2.

                        (b)  ByLaws of PFL Life Insurance Company.  Note 2.  

                  (7)        Not Applicable.

                  (8)   (a)  Participation Agreement by and between PFL Life 
                             Insurance Company and Endeavor Series Trust.

                                       1
<PAGE>
 
                             Note 3.

                        (b)  Participation Agreement by and between PFL Life
                             Insurance Company and the WRL Growth
                             Portfolio of WRL Series Fund, Inc.  Note 4.

                        (c)  Administrative Services Agreement by and
                             between PFL Life Insurance Company and State 
                             Street Bank and Trust Company (assigned to
                             Vantage Computer Systems, Inc.).  Note 3. 
                           
                        (d)  Amendment and Assignment of Administrative 
                             Services Agreement.  Note 4.

                        (e)  Second Amendment to Administrative Services 
                             Agreement.  Note 5.
                     
                 (9)    (a)  Opinion and Consent of Counsel.  Note 7.      

                        (b)  Consent of Counsel.  Note 7.
                     
                 (10)        Consent of Independent Auditors.  Note 11.       

                 (11)        Not Applicable.

                 (12)        Not Applicable.

                 (13)        Performance Data.  Note 9.
                     
                 (14)        Powers of Attorney (P.S. Baird, W.L. Busler, P.E.
                             Falconio, D.C. Kolsrud, R.J. Kontz, R.J. McGraw).
                             Note 7. (Craig D. Vermie) Note 11     

Note 1.   Filed with the initial filing of this Form N-4 Registration 
          Statement (File No. 33-56908, 811-06032) on January 8, 1993.

Note 2.   Filed with the initial filing of Form N-4 Registration Statement 
          (File No. 33-33085 on January 23, 1990. 

Note 3.   Filed with Pre-Effective Amendment No. 1 to Form N-4 
          Registration Statement (File No. 33-33085) on April 9, 1990.

Note 4.   Filed with Post-Effective Amendment No. 2 to Form N-4 
          Registration Statement (File No. 33-33085) on April 1, 1991.

Note 5.   Filed with Post-Effective Amendment No. 3 to Form N-4 
          Registration Statement (File No. 33-33085) on May 1, 1992.

Note 6.   Filed with Post-Effective Amendment No. 5 to Form 

                                       2
<PAGE>
 
          N-4 Registration Statement (File No. 33-33085) on April 30, 1993.

Note 7.   Filed with Post-Effective Amendment No. 8 to this Form N-4 
          Registration Statement (File No. 33-56908) on December 6, 1993.

Note 8.   Filed with Post-Effective Amendment No. 10 to this Form N-4 
          Registration Statement (File No. 33-56908) on February 28, 1994.

Note 9.   Filed with Post-Effective Amendment No. 12 to this Form N-4 
          Registration Statement (File No. 33-56908) on April 29, 1994.
    
Note 10.  Filed with Post-Effective Amendment No. 5 to this Form N-4 
          Registration Statement (File No. 33-56908) on April 27, 1995.       
    
Note 11.  Filed herewith.      

                                       3
<PAGE>
 
Item 25.        Directors and Officers of the Depositor

<TABLE>     
<CAPTION> 
Name and                                  Principal Positions and
Business Address                          Offices with Depositor
- ----------------                          ----------------------
<S>                                       <C> 
William L. Busler                         Director, Chairman of
4333 Edgewood Road, N.E.                  the Board and President
Cedar Rapids, IA 52499

Patrick S. Baird                          Director, Senior Vice President
4333 Edgewood Road, N.E.                  and Chief Financial Officer
Cedar Rapids, IA 52499

Craig D. Vermie                           Director, Vice
4333 Edgewood Road, N.E.                  President, Secretary and
Cedar Rapids, IA 52499                    Corporate Counsel

Douglas C. Kolsrud                        Director, Vice President
4333 Edgewood Road, N.E.                  and Corporate Actuary
Cedar Rapids, IA 52499
                                  
Robert J. Kontz                           Vice President and
4333 Edgewood Road, N.E.                  Controller
Cedar Rapids, IA 52499

Patrick E. Falconio                       Director, Senior Vice 
4333 Edgewood Road, N.E.                  President, and Chief
Cedar Rapids, IA 52499                    Investment Officer

Robert J. McGraw                          Vice President and 
4333 Edgewood Road, N.E.                  Treasurer
Cedar Rapids, IA 52499
</TABLE>      

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

AEGON USA, Inc. - Holding Company

Life Investors Insurance Company of America - Insurance

International Life Investors Insurance Company - Insurance

Transunion Casualty Company - Insurance

Investors Warranty of America, Inc. - Provider of automobile extended 
  maintenance contracts

Supplemental Insurance Division, Inc. - Insurance

Creditor Resources, Inc. - Credit Insurance

AEGON USA Investment Management, Inc. - Investment Advisor

                                       4
<PAGE>
 
AEGON USA Realty Advisors, Inc. - Provides real estate administrative 
  and real estate investment services

AEGON USA Realty Management, Inc. - Real Estate Management

AEGON USA Securities, Inc. - Broker-Dealer

AEGON USA Managed Portfolios, Inc. - Mutual Fund

USP Real Estate Investment Trust - Real Estate Investment Trust

Cedar Income Fund, Ltd. - Real Estate Investment Trust

First AUSA Life Insurance Company - Insurance

Bankers United Life Assurance Company - Insurance

Universal Benefits Corporation - Third party administrator 

Massachusetts Fidelity Trust Company - Trust company 

Money Services, Inc. - Provides financial counseling for employees and 
  agents of affiliated companies

Zahorik Company, Inc. - Broker-Dealer

Cadet Holding Corp. - Holding company

ISI Insurance Agency, Inc. - an insurance agency

Southwest Equity Life Insurance Company - Insurance

Iowa Fidelity Life Insurance Company - Insurance

The Whitestone Corporation - Insurance agency

Monumental Life Insurance Company - Insurance

United Financial Services, Inc. - General agency

         
                                       5
<PAGE>
 
Monumental General Insurance Group, Inc. - Holding company

Monumental General Administrators, Inc. - Provides management services 
  to unaffiliated third party administrator

Executive Management and Consultant Services, Inc. - Provides 
  actuarial consulting services

Monumental General Mass Marketing, Inc. - Marketing arm for sale of 
  mass marketed insurance coverages
         
Bankers Financial Life Insurance Company - Insurance

Monumental General Casualty Company - Insurance

AUSA Holding Company - Holding company

JLW Financial Management Systems, Inc. - Management and Administrative 
  Services

ZCI, Inc. - Insurance agency

AUSA Financial Markets, Inc. - Marketing

CRC Creditor Resources Canadian Dealer Network Inc. - Insurance agency

American Forum For Fiscal Fitness, Inc. - Marketing

Western Reserve Life Assurance Co. of Ohio - Insurance

Landauer Realty Advisors, Inc. - Real estate counseling

Landauer Associates, Inc. - Real estate counseling

WRL Series Fund, Inc. - Mutual fund

Intersecurities, Inc. - Broker-dealer

Idex Investor Services, Inc. - Shareholder services

Idex Management, Inc. - Investment advisor

Idex Total Income Trust - Mutual fund

Idex Fund - Mutual fund
    
Idex II Series Fund - Mutual fund      

Idex Fund 3 - Mutual fund

AUSA Life Insurance Company, Inc. - Insurance

                                       6
<PAGE>
 
Diversified Investment Advisors, Inc. - Registered investment adviser

Diversified Investors Securities Corp. - Broker-dealer

Associated Mariner Financial Group, Inc. - Holding company management 
  services

Mariner Financial Services, Inc. - Broker/Dealer
    
Mariner/ISI Planning Corporation - Financial planning      

Associated Mariner Agency, Inc. - Insurance agency

Mariner Mortgage Corp. - Mortgage origination
    
AUSA Institutional marketing Group, Inc. - Insurance agency      

Colorado Annuity Agency, Inc. - Insurance agency

Realty Information Systems, Inc. - Information Systems for real estate 
  investment management
    
Melson and Associates, Inc. - Real estate financial management consulting      

                                       7
<PAGE>
 
Item 27.        Number of Policyowners 
                            
  As of December 31, 1995, there were 447 Owners of the Policies.      

Item 28.        Indemnification
    
  The Iowa Code (Sections 490.850 et. seq.) provides for permissive 
indemnification in certain situations, mandatory indemnification in other 
situations, and prohibits indemnification in certain situations.  The Code 
also specifies procedures for determining when indemnification payments can 
be made.      

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

                                       8
<PAGE>
 
Item 29.        Principal Underwriter
                
                AEGON USA Securities, Inc.
                4333 Edgewood Road, N.E.
                Cedar Rapids, Iowa  52499
                
  The directors and officers of AEGON USA Securities, Inc. are as follows:/5/
                                                              
Patrick E. Falconio                             Charles G.Bennett
Director                                        Vice President

William L. Busier                               Thomas K. Walsh
Director                                        Vice President

Brenda K. Clancy                                Donna M. Craft
Director                                        Vice President

Robert A. Thelen                                Frank A. Camp
Senior Vice-President                           Secretary

Lorri E. Mehaffey
President and Treasurer

Billy J. Berger
Vice President and Assistant Treasurer       

         
- ---------------------
/5/ The principal business address of each person listed is AEGON USA 
Securities, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499.

                                       9
<PAGE>
 
Commissions and Other Compensation Received by Principal Underwriter.
- --------------------------------------------------------------------
    
  AEGON USA Securities, Inc. and/or the broker-dealers received $620,549 from
the Registrant during the last fiscal year for its services in distributing the
Policies. No other commission or compensation was received by the principal
underwriter, directly or indirectly, from the Registrant for distributing the
Policies during the fiscal year.     

Item 30.        Location of Accounts and Records

  The records required to be maintained by Section 31(a) of the Investment 
Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are 
maintained by PFL Life Insurance Company at 4333 Edgewood Road, N.E., 
Cedar Rapids, Iowa 52499.

Item 31.        Management Services.

  All management policies are discussed in Part A or Part B.  

Item 32.        Undertakings

  (a)  Registrant undertakes that it will file a post-effective amendment 
to this registration statement as frequently as necessary to ensure that 
the audited financial statements in the registration statement are never 
more than 16 months old for so long as Premiums under the Policy may be 
accepted.

  (b)  Registrant undertakes that it will include either (i) a postcard 
or similar written communication affixed to or included in the Prospectus 
that the applicant can remove to send for a Statement of Additional 
Information or (ii) a space in the Policy application that an applicant 
can check to request a Statement of Additional Information.

  (c)  Registrant undertakes to deliver any Statement of Additional 
Information and any financial statements required to be made available 
under this Form promptly upon written or oral request to PFL at the address 
or phone number listed in the Prospectus.

Section 403(b) Representations
- ------------------------------

                                      10
<PAGE>
 
  PFL represents that it is relying on a no-action letter dated November 28, 
1988, to the American Council of Life Insurance (Ref. No. IP-6-88), 
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act 
of 1940, in connection with redeemability restrictions on Section 403(b) 
Policies, and that paragraphs numbered (1) through (4) of that letter will 
be complied with.

Statement Pursuant to Rule 6c-7:  Texas Optional Retirement Program
- -------------------------------------------------------------------

  PFL and the Mutual Fund Account rely on 17 C.F.R. Sec. 270.6c-7, and 
represent that the provisions of that Rule have been or will be complied 
with.


                                      11
<PAGE>
 
 
                                  SIGNATURES
    
As required by the Securities Act of 1933 and the Investment Company Act of 
1940, the Registrant hereby certifies that this Amendment to the Registration 
Statement meets the requirements for effectiveness pursuant to paragraph (b) of 
Rule 485 and has caused this Registration Statement to be signed on its behalf, 
in the City of Cedar Rapids and State of Iowa, on this 24th day of April, 1996. 
     



                                               PFL ENDEAVOR VA SEPARATE
                                               ACCOUNT

                                               PFL LIFE INSURANCE COMPANY
                                               Depositor

                                               /s/ William L. Busler
                                               ----------------------------
                                               William L. Busler         
                                               President

As required by the Securities Act of 1933, this Registration Statement has been 
signed by the following persons in the capacities and on the duties indicated.

Signatures                      Title                 Date
- ----------                      -----                 ----
    
/s/ Patrick S. Baird                
- -----------------------         Director              April 24, 1996  
Patrick S. Baird                                                            
                                                                            
/s/ Craig D. Vermie                                     
- -----------------------         Director              April 24, 1996  
Craig D. Vermie                                                             
                                                                            
/s/ William L. Busler                                       
- -----------------------         Director              April 24, 1996  
William L. Busler       (Principal Executive Officer)                      

/s/ Patrick E. Falconio                                   
- -----------------------         Director              April 24, 1996  
Patrick E. Falconio                                                         
                                                                            
/s/ Douglas C. Kolsrud                                       
- -----------------------         Director              April 24, 1996  
Douglas C. Kolsrud                                                          
                                                                            
/s/ Robert J. Kontz                                           
- -----------------------         Vice President and    April 24, 1996  
Robert J. Kontz                 Corporate Controller                        
                                                                            
/s/ Robert J. McGraw            Treasurer             April 24, 1996
- -----------------------                                        
Robert J. McGraw      

<PAGE>
 
                                 EXHIBIT INDEX
    
<TABLE>     
<CAPTION> 
          EXHIBIT                                          PAGE
            NO.             DESCRIPTION OF EXHIBIT         NO.*  
          -------           ----------------------         ----
          <S>          <C>                                 <C> 
            (16)       Certification of Name Change
            (10)       Consent of Independent Auditors
            (14)       Powers of Attorney
</TABLE>      
      













_________________________________________________________

*Page numbers included only in manually executed original.

<PAGE>
 
 
                         CERTIFICATION OF NAME CHANGE



The undersigned, being a duly authorized officer of PFL Life Insurance Company 
hereby certifies as follows:

Effective April 18, 1996, the name of the "PFL Endeavor Variable Annuity
Account" has been changed to the "PFL Endeavor VA Separate Account." The PFL
Endeavor VA Separate Account is currently comprised of two portions: the "PFL
Endeavor Variable Annuity Account," and the "PFL Endeavor Platinum Variable
Annuity Account," each with separate assets supporting various annuity
contracts, and separate books, records and audited financial statements.




         April 18, 1995
                                     /s/ Ronald L. Ziegler
                                     -----------------------------
                                     Ronald L. Ziegler
                                     Vice President and Actuary
                                     PFL Life Insurance Company


<PAGE>
 
 







                        Consent of Independent Auditors






    

We consent to the reference to our firm under the captions "Independent 
Auditors" and "Financial Statements", to the use of our report dated February 6,
1996 with respect to the financial statements of PFL Endeavor Platinum Variable 
Annuity Account, and to the use of our report dated February 23, 1996 with 
respect to the statutory-basis financial statements of PFL Life Insurance 
Company, included in Amendment No. 6 to Registration Statement (Form N-4 No. 
33-56908) and related Prospectus of PFL Endeavor Platinum Variable Annuity. 


                                                            ERNST & YOUNG LLP



Des Moines, Iowa
April 19, 1996
     

<PAGE>
 
 
                               POWER OF ATTORNEY
                                WITH RESPECT TO
                    PFL ENDEAVOR PLATINUM VARIABLE ANNUITY


     Know all men be these presents that Craig D. Vermie, whose signature

     appears below, constitutes and appoints Larry G. Brown and Craig D.

     Vermie, and each of them, his attorneys-in-fact, each with the power

     of substitution, for him in any and all capacities, to sign any

     registration statements and amendments thereto for the PFL Endeavor

     Platinum Variable Annuity, and to file the same, with exhibits

     thereto and other documents in connection therewith, with the

     Securities and Exchange Commission, hereby ratifying and confirming
 
     all that each of said attorneys-in-fact, or his substitute, may do

     or cause to be done by virtue hereof.


                                                /s/ Craig D. Vermie
                                                -------------------------
                                                Craig D. Vermie
                                                Director
                                                PFL Life Insurance Company

         
     April 24, 1996      
     -------------- 
     Date 



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