PARKSTONE VARIABLE ANNUITY ACCOUNT
N-30D, 2000-05-24
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<PAGE>
PARKSTONE
================================================================================
VARIABLE ANNUITY
1999 ANNUAL REPORT


[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANIY
A Member of The Security Benefit
Group of companies
<PAGE>
A MESSAGE FROM SECURITY BENEFIT

SECURITY BENEFIT GROUP KNOWS WALL STREET AND MAIN STREET

In 1999, Security Benefit Life Insurance Company had another year of outstanding
financial   results.   The  driving  forces  behind  our  tremendous   financial
performance were consumers'  demand for individual  retirement  products and the
extension of our money management and customer service competencies.

As consumers focus on their future, they look to SBL as a partner for developing
personal  retirement  strategies.  Our core  competencies--money  management and
customer  service--are  very solid and the  cornerstone of our stronghold in the
market segments.

SECURITY BENEFIT IS A CLEAR CHOICE

There are many  qualities  that make  partnering  with Security  Benefit a clear
choice:

*  variety of retirement products
*  cutting edge service
*  pool of flexible and responsive employees
*  rich heritage of innovation and creativity
*  a rock solid financial foundation
*  a strong risk management philosophy

However,  if we were asked to capture  what  makes  partnering  with SBL a clear
choice in one sentence, here's what we'd say--Security Benefit knows Wall Street
and Main Street.

Wall Street and Main Street are among the most  famous  streets in America,  but
they're  known  better for their  characteristics  rather  than their  location.
Everyone  knows that Wall  Street is in New York,  but Wall Street is more of an
adjective  today than it is a noun.  What are the  characteristics  of something
that's Wall Street-like? It's fast paced, risky and high stress.

Likewise, Main Street has become an adjective.  The characteristics of something
that's Main  Street-like are being friendly,  courteous,  relaxed,  and having a
real interest and concern for your neighbor.

Knowledge of both streets is one of our  competitive  advantages and it's why we
are positioned for strong growth in the future.

SECURITY BENEFIT KNOWS WALL STREET

Even though SBL operates out of America's Heartland in Topeka, Kansas--the exact
opposite of the Wall Street-like  atmosphere--we know Wall Street because of our
experience, technology and people.

EXPERIENCE.  We've been in the equities business for a long time. SBL was one of
the first in the  industry to  introduce  a variable  annuity and we were on the
front end of the mutual fund  explosion.*  We're as  interested in the return of
customers' investments as we are in the return on customers' investments.

TECHNOLOGY.  In today's computer age, we receive  financial news and information
at the same time as any other Wall Street professional.  When that one important
announcement  comes across the wire, we receive the information in real time and
our money managers can react appropriately.

PEOPLE.  There's  an  abundance  of  investment  talent and  expertise  grown in
America's  breadbasket  and SBL  attracts  its fair share.  Here,  our talent is
moderately  insulated  from the steady stream of Wall Street noise,  so they can
focus on what they do best--manage money.

SECURITY BENEFIT KNOWS MAIN STREET

In order to survive in the financial  services  industry  today,  you need to be
good at providing three things:

*  products with good performance
*  competitive product pricing
*  good customer service

But,  in order to thrive in the  industry,  you need to be great at one of those
things.

At  Security  Benefit,  we've  got  good  products  with  good  performance  and
competitively  priced.  But,  we've  made a  conscious  decision  to be great at
customer service.  In 1999,  Dalbar,  Inc.  recognized  Security Benefit for its
great customer service--again.

Where does our ability to provide  outstanding  service stem from? It stems from
everyone at Security Benefit having a deep knowledge of Main Street. Main Street
is  part  of  Americana.  Our  goal  is to  provide  customers  the  high-touch,
personalized service you receive when you enter an establishment on Main Street,
USA.

In the year 2000 and beyond,  we will  invest in  initiatives  that  enhance the
value we offer to customers and make  partnering  with Security  Benefit an even
clearer choice. Thanks for choosing Security Benefit in 1999.

*Variable annuities and mutual funds distributed by Security Distributors, Inc.
<PAGE>
BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD AND CEO
Security Benefit Life Insurance Company
Topeka, Kansas

KRIS A. ROBBINS
PRESIDENT AND COO
Security Benefit Life Insurance Company
Topeka, Kansas

SISTER LORETTO MARIE COLWELL
PRESIDENT AND CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
CHAIRMAN OF THE BOARD
Capitol Federal Savings & Loan Association
Topeka, Kansas

STEVEN J. DOUGLASS
CHAIRMAN AND CEO
Payless ShoeSource
Topeka, Kansas

WILLIAM W. HANNA
VICE CHAIRMAN
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD AND CEO (Ret.)
Western Resources, Inc.
Topeka, Kansas

FRANK SABATINI
CHAIRMAN OF THE BOARD AND CEO
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
CHAIRMAN AND CEO
Hill's Pet Nutrition, Inc.
Topeka, Kansas

NOTICE OF MEETING OF MEMBERS

The annual meeting of members of Security  Benefit  Mutual Holding  Company (the
"Mutual  Holding  Company")  will be held on  Tuesday,  June 6, 2000,  at 700 SW
Harrison St.,  Topeka,  Kansas,  at 1:00 p.m. Each owner of an insurance  policy
issued by  Security  Benefit  Life  Insurance  Company is a member of the Mutual
Holding  Company and is entitled to vote,  either in person or by proxy,  on all
matters  coming  before the meeting.  Proxies are  available  from the corporate
secretary and must be returned no later than May 31, 2000.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Contract Owners of Parkstone Variable Annuity Account
and The Board of Directors of
Security Benefit Life Insurance Company

We have  audited the  accompanying  individual  and combined  balance  sheets of
Parkstone Variable Annuity Account  (comprised of the individual  subaccounts as
indicated  therein) as of  December  31,  1999,  and the  related  statement  of
operations  and changes in net assets for the year then ended.  These  financial
statements are the  responsibility of Security Benefit Life Insurance  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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 investments owned as of December 31, 1999,
by correspondence  with the 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
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
individual  subaccounts of Parkstone  Variable  Annuity  Account at December 31,
1999, and the individual and combined results of their operations and changes in
their  net  assets  for the  year  then  ended  in  conformity  with  accounting
principles generally accepted in the United States.

                                                               Ernst & Young LLP

February 4, 2000
<PAGE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
================================================================================
BALANCE SHEETS                                                 DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND UNIT VALUES)

Investments:

  Parkstone Advantage Fund:
    Bond Fund - 614,956 shares at net asset
      value of $9.72 per share (cost, $6,525) .........................  $ 5,977
    Mid-Capitalization Fund - 1,079,540  shares at net
      asset value of $21.27 per share (cost, $16,022) .................   22,962
    International Discovery Fund - 540,121 shares at net
      asset value of $20.51 per share (cost, $7,075) ..................   11,078
    Small Capitalization Fund - 641,129 shares at net
      asset value of $20.77 per share (cost, $10,532) .................   13,316

  Liberty Variable Investment Trust:
    Colonial U.S. Stock Fund - 248,579 shares at net
      asset value of $19.85 per share (cost, $4,717) ..................    4,934
    Colonial Strategic Income Fund - 291,470 shares at
      net asset value of $10.44 per share (cost, $3,288) ..............    3,043
    Newport Tiger Fund - 207,917 shares at net
      asset value of $2.62 per share (cost, $309) .....................      545

  SBL Fund:
    Money  Market  Series  (Series  C) - 153,583  shares at
      net asset  value of $12.04 per share (cost, $1,896) .............    1,849
    Global Strategic Income Series (Series K) - 31,574 shares
      at net asset value of $9.61 per share (cost, $316) ..............      303
    Equity Income Series (Series O) - 426,127 shares at
      net asset value of $17.27 per share (cost, $7,621) ..............    7,359
    Social Awareness Series (Series S) - 16,233 shares
      at net asset value of $31.71 per share (cost, $467) .............      515
                                                                          ------
Combined assets .......................................................  $71,881
                                                                          ======

                            See accompanying notes.
<PAGE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
================================================================================
BALANCE SHEETS (CONTINUED)                                     DECEMBER 31, 1999
- --------------------------------------------------------------------------------
NET ASSETS                            (DOLLARS IN THOUSANDS, EXCEPT UNIT VALUES)

Net assets are represented by (Note 3):
                                                    NUMBER      UNIT
                                                   OF UNITS     VALUE     AMOUNT
                                                   -----------------------------
NON-TRUST CONTRACTS
   Bond Subaccount:
     Accumulation units ........................    489,524    $11.61    $ 5,684
   Mid-Capitalization Subaccount:
     Accumulation units ........................    938,418     24.08     22,596
   International Discovery Subaccount:
     Accumulation units ........................    544,060     19.90     10,825
   Small Capitalization Subaccount:
     Accumulation units ........................    584,871     22.60     13,218
   Colonial U.S. Stock Subaccount:
     Accumulation units ........................    382,831     12.89      4,934
   Colonial Strategic Income Subaccount:
     Accumulation units ........................    289,310     10.52      3,043
   Newport Tiger Subaccount:
     Accumulation units ........................     38,757     14.06        545
   Money Market Subaccount:
     Accumulation units ........................    168,620     10.72      1,807
   Global Strategic Income Subaccount:
     Accumulation units ........................     28,720     10.56        303
   Equity Income Subaccount:
     Accumulation units ........................    640,641     10.97      7,025
   Social Awareness Subaccount:
     Accumulation units ........................     34,749     14.81        515

TRUST CONTRACTS
   Bond Subaccount:
     Accumulation units ........................     24,047     12.21        293
   Mid-Capitalization Subaccount:
     Accumulation units ........................     14,521     25.21        366
   International Discovery Subaccount:
     Accumulation units ........................     12,112     20.87        253
   Small Capitalization Subaccount:
     Accumulation units ........................      4,134     23.75         98
   Colonial U.S. Stock Fund Subaccount:
     Accumulation units ........................        ---       ---        ---
   Colonial Strategic Income Subaccount:
     Accumulation units ........................        ---       ---        ---
   Money Market Subaccount:
     Accumulation units ........................      3,874     10.84         42
   Global Strategic Income Subaccount:
     Accumulation units ........................        ---       ---        ---
   Equity Income Subaccount:
     Accumulation units ........................     29,892     11.16        334
                                                                          ------
Combined net assets ............................                         $71,881
                                                                          ======

                             See accompanying notes.
<PAGE>
<TABLE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
====================================================================================================================================
STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS                                                                                   YEAR ENDED DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      (IN THOUSANDS)
<CAPTION>
                                                                                          MID-        INTERNATIONAL       SMALL
                                                                           BOND      CAPITALIZATION     DISCOVERY     CAPITALIZATION
                                                                        SUBACCOUNT     SUBACCOUNT      SUBACCOUNT       SUBACCOUNT
                                                                        ------------------------------------------------------------
<S>                                                                      <C>           <C>              <C>              <C>
NON-TRUST CONTRACTS

Dividend distributions ..............................................    $   482       $    ---         $   ---          $   ---
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................        (88)          (267)           (121)            (161)
  Administrative fee ................................................        (11)           (32)            (15)             (19)
                                                                        ------------------------------------------------------------
Net investment income (loss).........................................        383           (299)           (136)            (180)

Capital gains distributions..........................................         85          1,219             429              586
Realized gain (loss) on investments..................................         82          1,970           1,130           (1,434)
Unrealized appreciation (depreciation) on investments................       (818)         4,483           2,655            3,358
                                                                        ------------------------------------------------------------
Net realized and unrealized gain (loss) on investments...............       (651)         7,672           4,214            2,510
                                                                        ------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations......       (268)         7,373           4,078            2,330
Net assets at beginning of year......................................      8,767         24,795          10,956           18,210
Variable annuity deposits (NOTES 2 AND 3)............................        785            789             299              927
Terminations and withdrawals (NOTES 2 AND 3).........................     (3,600)       (10,361)         (4,508)          (8,249)
                                                                        ------------------------------------------------------------
Net assets at end of year............................................    $ 5,684       $ 22,596         $10,825          $13,218
                                                                        ============================================================


TRUST CONTRACTS

Dividend distributions...............................................      $  27           $---           $ ---            $ ---
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................         (4)            (3)             (2)              (1)
  Administrative fee.................................................        ---            ---             ---              ---
                                                                        ------------------------------------------------------------
Net investment income (loss).........................................         23             (3)             (2)              (1)

Capital gains distributions..........................................          5             19               9                4
Realized gain (loss) on investments..................................         22             94              75              (61)
Unrealized appreciation (depreciation) on investments................        (73)            35              24               52
                                                                        ------------------------------------------------------------
Net realized and unrealized gain (loss) on investments...............        (46)           148             108               (5)
                                                                        ------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations......        (23)           145             106               (6)
Net assets at beginning of year......................................        770            694             456              357
Variable annuity deposits (NOTES 2 AND 3)............................        134            ---             ---               16
Terminations and withdrawals (NOTES 2 AND 3).........................       (588)          (473)           (309)            (269)
                                                                        ------------------------------------------------------------
Net assets at end of year............................................      $ 293          $ 366           $ 253            $  98
                                                                        ============================================================
</TABLE>
                                                      See accompanying notes.
<PAGE>
<TABLE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
====================================================================================================================================
STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS (CONTINUED)                                                                       YEAR ENDED DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      (IN THOUSANDS)
<CAPTION>
                                                                                      COLONIAL
                                                                         COLONIAL     STRATEGIC     NEWPORT      MONEY
                                                                        U.S. STOCK     INCOME        TIGER       MARKET
                                                                        SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
                                                                        -------------------------------------------------
<S>                                                                      <C>          <C>           <C>         <C>
NON-TRUST CONTRACTS

Dividend distributions ..............................................    $    27      $   223       $   4       $   157
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................        (59)         (42)         (6)          (25)
  Administrative fee.................................................         (7)          (5)         (1)           (3)
                                                                        -------------------------------------------------
Net investment income (loss).........................................        (39)         176          (3)          129

Capital gains distributions..........................................        246          ---         ---           ---
Realized gain (loss) on investments..................................        245          (22)         50            24
Unrealized appreciation (depreciation) on investments................         12         (146)        208           (91)
                                                                        -------------------------------------------------
Net realized and unrealized gain (loss) on investments...............        503         (168)        258           (67)
                                                                        -------------------------------------------------
Net increase (decrease) in net assets resulting from operations......        464            8         255            62
Net assets at beginning of year......................................      3,957        3,362         449         1,955
Variable annuity deposits (NOTES 2 AND 3)............................      2,595          761         139         1,470
Terminations and withdrawals (NOTES 2 AND 3).........................     (2,082)      (1,088)       (298)       (1,680)
                                                                        -------------------------------------------------
Net assets at end of year............................................    $ 4,934      $ 3,043       $ 545       $ 1,807
                                                                        =================================================


TRUST CONTRACTS

Dividend distributions...............................................      $ ---        $ ---        $---          $  3
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................        ---          ---                       ---
  Administrative fee.................................................        ---          ---                       ---
                                                                        -------------------------------------------------
Net investment income (loss).........................................        ---          ---                        (3)

Capital gains distributions..........................................        ---          ---                       ---
Realized gain (loss) on investments..................................          8           (2)                      ---
Unrealized appreciation (depreciation) on investments................         (2)           5                        (1)
                                                                        -------------------------------------------------
Net realized and unrealized gain (loss) on investments...............          6            3                        (1)
                                                                        -------------------------------------------------
Net increase (decrease) in net assets resulting from operations......          6            3                         2
Net assets at beginning of year......................................        102          139                        41
Variable annuity deposits (NOTES 2 AND 3)............................        ---            2                       ---
Terminations and withdrawals (NOTES 2 AND 3).........................       (108)        (144)                       (1)
                                                                        -------------------------------------------------
Net assets at end of year............................................      $ ---        $ ---        $---          $ 42
                                                                        =================================================
</TABLE>

                                                       See accompanying notes.
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                          GLOBAL
                                                                         STRATEGIC         EQUITY           SOCIAL
                                                                          INCOME           INCOME          AWARENESS
                                                                        SUBACCOUNT       SUBACCOUNT       SUBACCOUNT      COMBINED
                                                                        ----------------------------------------------------------
<S>                                                                        <C>            <C>               <C>          <C>
NON-TRUST CONTRACTS

Dividend distributions ..............................................      $---           $   227           $   2        $  1,122
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................        (4)              (93)             (5)           (871)
  Administrative fee.................................................       ---               (11)             (1)           (105)
                                                                        ----------------------------------------------------------
Net investment income (loss).........................................        (4)              123              (4)            146

Capital gains distributions..........................................         2               368              16           2,951
Realized gain (loss) on investments..................................        (8)                9              43           2,089
Unrealized appreciation (depreciation) on investments................         9              (356)              9           9,323
                                                                        ----------------------------------------------------------
Net realized and unrealized gain (loss) on investments...............         3                21              68          14,363
                                                                        ----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations......        (1)              144              64          14,509
Net assets at beginning of year......................................       356             6,361             265          79,433
Variable annuity deposits (NOTES 2 AND 3)............................        41             3,267             532          11,605
Terminations and withdrawals (NOTES 2 AND 3).........................       (93)           (2,747)           (346)        (35,052)
                                                                        ----------------------------------------------------------
Net assets at end of year............................................      $303           $ 7,025           $ 515        $ 70,495
                                                                        ==========================================================


TRUST CONTRACTS

Dividend distributions...............................................     $ ---             $  16            $---         $    46
Expenses (NOTE 2):
  Mortality and expense risk fee.....................................       ---                (3)                            (13)
  Administrative fee.................................................       ---               ---                             ---
                                                                        ----------------------------------------------------------
Net investment income (loss).........................................       ---                13                             (33)

Capital gains distributions..........................................       ---                30                              67
Realized gain (loss) on investments..................................       (12)                7                             131
Unrealized appreciation (depreciation) on investments................        12               (20)                             32
                                                                        ----------------------------------------------------------
Net realized and unrealized gain (loss) on investments...............       ---                17                             230
                                                                        ----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations......       ---                30                             263
Net assets at beginning of year......................................       140               579                           3,278
Variable annuity deposits (NOTES 2 AND 3)............................         2                 8                             162
Terminations and withdrawals (NOTES 2 AND 3).........................      (142)             (283)                         (2,317)
                                                                        ----------------------------------------------------------
Net assets at end of year............................................     $ ---             $ 334            $---         $ 1,386
                                                                        ==========================================================
</TABLE>
                                                       See accompanying notes.
<PAGE>
PARKSTONE VARIABLE ANNUITY ACCOUNT
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   ORGANIZATION - Parkstone Variable Annuity Account (the Account) is a separate
   account of Security  Benefit Life  Insurance  Company  (SBL).  The Account is
   registered as a unit  investment  trust under the  Investment  Company Act of
   1940,  as amended.  Deposits  received  by the  Account  are  invested in the
   Parkstone  Advantage Fund,  Liberty  Variable  Investment  Trust or SBL Fund,
   mutual  funds not  otherwise  available  to the  public.  As  directed by the
   owners, amounts deposited are invested in shares of the following accounts of
   the Parkstone  Advantage Fund: Bond Fund - emphasis on current income as well
   as  preservation  of capital,  Mid-Capitalization  Fund - emphasis on capital
   appreciation,  International  Discovery Fund - emphasis on long-term  capital
   growth  through  investment in foreign and domestic  common  stocks,  and the
   Small   Capitalization  Fund  -  emphasis  on  capital  appreciation  through
   investment in small- to medium-sized companies; the following accounts of the
   Liberty  Variable  Investment  Trust:  Colonial U.S. Stock Fund - emphasis on
   seeking  growth  over  time  through  investment  in  common  stock  of  U.S.
   companies,  Colonial  Strategic Income Fund - emphasis on high current income
   through investment in U.S. and foreign government  securities and high-yield,
   high-risk corporate debt securities, and the Newport Tiger Fund - emphasis on
   long-term capital growth through investment in equity securities of companies
   located in East  Asia;  and the  following  accounts  of the SBL Fund:  Money
   Market Series (Series C) - emphasis on capital  preservation while generating
   interest income, Global Strategic Income Series (Series K) - emphasis on high
   current income with secondary emphasis on capital appreciation, Equity Income
   Series  (Series O) - emphasis  on  substantial  dividend  income and  capital
   appreciation  and Social  Awareness  Series  (Series S) - emphasis on capital
   appreciation.  During 1999, Global Aggressive Bond Series of the SBL Fund was
   renamed Global Strategic Income Series.

   Two types of  investment  contracts  are offered - one for  individuals  (the
   Non-Trust   Contracts)   and  one  for  trusts  and  customers  of  financial
   institutions' trust departments (the Trust Contracts).

   Under the terms of the investment advisory contracts,  portfolio  investments
   of the  Parkstone  Advantage  Fund are made by  First of  America  Investment
   Corporation,  with Gulfstream Global Investors,  Ltd. providing  sub-advisory
   services to the  International  Discovery Fund.  First of America  Investment
   Corp., a wholly-owned  subsidiary of First of America Bank,  N.A., which is a
   wholly-owned subsidiary of National City Corporation, holds a 72% interest in
   Gulfstream  Global  Investors,  Ltd.  Portfolio  investments  of the  Liberty
   Variable  Investment Trust are made by Liberty  Advisory  Services Corp. with
   Colonial Management  Associates,  Inc. providing  subadvisory services to the
   Colonial U.S. Stock Fund and the Colonial  Strategic  Income Fund and Newport
   Fund Management,  Inc.  providing  subadvisory  services to the Newport Tiger
   Fund.  Portfolio  investments of the SBL Fund are made by Security Management
   Company,  LLC (SMC), a limited liability  company  controlled by its members,
   SBL and Security Benefit Group,  Inc., a wholly-owned  subsidiary of SBL. SMC
   has engaged T. Rowe Price Associates,  Inc. to provide  subadvisory  services
   for the Equity  Income  Series  (Series O).  Meridian  Investment  Management
   Corporation  (Meridian)  served as subadvisor for the Global Strategic Income
   Series  (Series  K)  until  May 15,  1999,  when  Meridian  was  replaced  by
   Wellington Management.

   INVESTMENT  VALUATION - Investments  in mutual fund shares are carried in the
   balance  sheet at market  value (net  asset  value of the  underlying  mutual
   fund).  The  first-in,  first-out  cost method is used to determine  realized
   gains and losses. Security transactions are accounted for on the trade date.

   The cost of investments  purchased and proceeds from investments sold for the
   year ended December 31 were as follows:

                                   NON-TRUST CONTRACTS        TRUST CONTRACTS
                                  ---------------------    ---------------------
                                   COST OF    PROCEEDS      COST OF    PROCEEDS
                                  PURCHASES  FROM SALES    PURCHASES  FROM SALES
                                  ---------  ----------    ---------  ----------
                                      (IN THOUSANDS)           (IN THOUSANDS)

   Bond Fund .....................  $1,519     $ 3,866        $236       $662
   Mid-Capitalization Fund .......   2,770      11,423         120        576
   International Discovery Fund ..     945       4,850          86        399
   Small Capitalization Fund .....   2,043       8,959          90        340
   Colonial U.S. Stock Fund ......   3,303       2,587          54        158
   Colonial Strategic Income Fund.   1,110       1,260          73        216
   Newport Tiger Fund ............     151         313         ---        ---
   Money Market Series ...........   1,836       1,917         189        187
   Global Strategic Income Series.      44          97          74        215
   Equity Income Series ..........   4,196       3,184         105        338
   Social Awareness Series .......     583         385         ---        ---

   ANNUITY  RESERVES - As of December 31, 1999,  annuity  reserves have not been
   established  because there are no contracts  that have matured and are in the
   payout stage.

   REINVESTMENT OF DIVIDENDS - Dividend and capital gains  distributions paid by
   the mutual fund to the Account are  reinvested in  additional  shares of each
   respective fund. Dividend income and capital gains distributions are recorded
   as income on the ex-dividend date.

   FEDERAL  INCOME  TAXES  - The  operations  of the  Account  are  part  of the
   operations of SBL.  Under current law, no federal  income taxes are allocated
   by SBL to the operations of the Account.

   USE OF ESTIMATES - The preparation of financial statements in conformity with
   accounting  principles  generally  accepted  in the  United  States  requires
   management to make estimates and assumptions that affect the amounts reported
   in the financial  statements  and  accompanying  notes.  Actual results could
   differ from those estimates.

2. VARIABLE ANNUITY CONTRACT CHARGES

   SBL deducts a maintenance fee of $30 per year for each  individual  contract.
   An administrative  fee is deducted equal to an annual rate of 0.15% and 0.05%
   of each  subaccount's  average daily net assets which funds the Non-Trust and
   Trust Contracts, respectively. Mortality and expense risks assumed by SBL are
   compensated  for by a fee  equivalent to an annual rate of 1.25% and 0.65% of
   the net asset value of each Non-Trust and Trust  Contract,  respectively,  of
   which 0.6% is for assuming  mortality risks and the remainder is for assuming
   expense risks.

   A contingent  deferred sales charge is assessed  against certain  withdrawals
   during the first seven years of the contract from the date a purchase payment
   is made. For contracts  issued prior to December 1, 1997, the charge began at
   5%,  declining to 2% in the seventh year.  For  contracts  issued on or after
   that date, the charge began at 7%, declining to 1% in the seventh year.

   When applicable, an amount for state premium taxes is deducted as provided by
   pertinent  state law either  from the  purchase  payments  or from the amount
   applied to effect an annuity at the time annuity payments commence.

3. SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                           NON-TRUST     TRUST
                                                           CONTRACTS   CONTRACTS
                                                           ---------   ---------
    Bond Subaccount:
       Variable annuity deposits..........................     67          11
       Terminations, withdrawals and expense charges .....    303          48

    Mid-Capitalization Subaccount:
       Variable annuity deposits..........................     44         ---
       Terminations, withdrawals and expense charges .....    571          25

    International Discovery Subaccount:
       Variable annuity deposits..........................     22         ---
       Terminations, withdrawals and expense charges .....    324          22

    Small Capitalization Subaccount:
       Variable annuity deposits..........................     60           1
       Terminations, withdrawals and expense charges .....    516          17

    Colonial U.S. Stock Subaccount:
       Variable annuity deposits..........................    213         ---
       Terminations, withdrawals and expense charges .....    169           8

    Colonial Strategic Income Subaccount:
       Variable annuity deposits..........................     72         ---
       Terminations, withdrawals and expense charges .....    103          13

    Newport Tiger Subaccount:
       Variable annuity deposits..........................     14         ---
       Terminations, withdrawals and expense charges .....     28         ---

    Money Market Subaccount:
       Variable annuity deposits..........................    140         ---
       Terminations, withdrawals and expense charges .....    160         ---

    Global Strategic Income Subaccount:
       Variable annuity deposits..........................      4         ---
       Terminations, withdrawals and expense charges .....      9          13

    Equity Income Subaccount:
       Variable annuity deposits..........................    291           1
       Terminations, withdrawals and expense charges .....    241          24

    Social Awareness Subaccount:
       Variable annuity deposits..........................     40         ---
       Terminations, withdrawals and expense charges .....     26         ---


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