AMERICAN SEPARATE ACCOUNT NO 3
497, 1996-05-08
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<PAGE>
 
PROSPECTUS
 
                      The American Separate Account No. 3
                   Variable Universal Life Insurance Policies
                                   Issued by
                The American Life Insurance Company of New York
 
                                320 Park Avenue
                            New York, New York 10022
 
This prospectus describes variable universal life insurance policies
("Policies") offered without a sales charge by The American Life Insurance
Company of New York ("American Life"), a stock life insurance company that is
an indirect, wholly-owned subsidiary of Mutual of America Life Insurance
Company ("Mutual of America"). The Policies are designed to provide life
insurance protection, together with flexibility in timing and amount of premium
payments and of insurance coverage. This flexibility allows the Policyowner to
pay premiums and adjust insurance coverage in light of current financial
circumstances and insurance needs. Each Policy provides for: (1) an Account
Value, which the Policyowner can access by partial withdrawals or surrender of
the Policy; (2) Policy Loans; and (3) an insurance benefit payable at the death
of the insured.
 
The Policies permit Account Values to be accumulated on a fixed basis, by
allocation to American Life's general account (the "General Account"), and/or
on a variable basis, by allocation to one or more sub-accounts ("Investment
Funds") of The American Separate Account No. 3 (the "Separate Account"). Assets
held in the General Account are credited with interest at a rate guaranteed to
be at least 3% on an annual basis. The assets of each currently available
Investment Fund are invested in shares of one of:
 
- --eight Funds of Mutual of America Investment Corporation: the Money Market,
  All America, Aggressive Equity, Equity Index, Bond, Short-Term Bond, Mid-Term
  Bond and Composite Funds; or
 
- --three Fidelity Investments (R) portfolios: the Equity-Income Portfolio of the
  Variable Insurance Products Fund, and the Contrafund Portfolio and Asset
  Manager Portfolio of the Variable Insurance Products Fund II (collectively
  the "Fidelity Portfolios"); or
 
- --three Portfolios of Scudder Variable Life Investment Fund: the Scudder
  Capital Growth, Scudder Bond and the Scudder International Portfolios, in
  each case the Class A Shares; or
 
- --TCI Growth Fund of TCI Portfolios, Inc.; or
 
- --Calvert Responsibly Invested Balanced Portfolio of Acacia Capital
  Corporation.
 
The value of a Policyowner's interest in the Separate Account will depend upon
the investment performance of the Investment Funds to which premiums have been
allocated or values transferred. AMERICAN LIFE DOES NOT GUARANTEE THE
INVESTMENT PERFORMANCE OF ANY INVESTMENT FUND OF THE SEPARATE ACCOUNT.
Accordingly, the Policyowner bears the entire investment risk for any amounts
allocated to the Separate Account.
 
Prospective purchasers should note that the purchase of a Policy as a
replacement for existing insurance may not be advisable.
 
- --------------------------------------------------------------------------------
 
   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.
 
- --------------------------------------------------------------------------------
 
Please read this Prospectus carefully for details about the Policies and retain
it for future reference. This Prospectus is not valid unless attached to the
current prospectuses for Mutual of America Investment Corporation, the Fidelity
Portfolios, Scudder Variable Life Investment Fund, TCI Growth Fund and Calvert
Responsibly Invested Balanced Portfolio, which you also should read and retain.
 
Dated: May 1, 1996
<PAGE>
 
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        Page
                                        ----
<S>                                     <C>
DEFINITIONS............................   3
INTRODUCTION AND SUMMARY...............   5
THE POLICIES...........................   6
 Policy Issue..........................   6
  Right to Examine Policy..............   7
 Premium Payments......................   7
  Scheduled Premiums...................   7
  Unscheduled Premiums.................   7
  Limitation on Premiums...............   7
  Allocation of Premiums...............   7
 Investment Alternatives...............   8
  Investment Funds.....................   8
  General Account......................  11
 Account Value.........................  11
  General Account Value................  11
  Investment Account Values............  11
 Transfers.............................  11
 Access to Account Values..............  12
  Surrender............................  12
  Partial Withdrawals..................  12
  Policy Loans.........................  12
  Accelerated Benefit..................  13
 Insurance Benefits....................  14
  Death Proceeds.......................  14
  Basic Death Benefit..................  14
  Corridor Percentages.................  14
  Face Amount Increases and Decreases..  15
  Change of Basic Death Benefit Plan...  15
  Maturity Benefit.....................  15
 Charges and Deductions................  15
  Cost of Insurance Charges............  15
  Administrative Charges...............  16
  Mortality and Expense Risks Charges..  16
  Fees and Expenses of Underlying
   Funds...............................  16
  Accelerated Benefit Fee..............  17
  Premium Taxes........................  17
 Supplemental Insurance Benefits.......  17
 Lapse and Reinstatement...............  18
AMERICAN LIFE AND SEPARATE ACCOUNT NO.
 3.....................................  18
 American Life.........................  18
 The Separate Account..................  19
</TABLE>
<TABLE>
<CAPTION>
                                         Page
                                         ----
<S>                                      <C>
FEDERAL TAX CONSIDERATIONS..............  19
 Tax Status of the Policies.............  19
 Tax Treatment of Policy Benefits.......  20
  In General............................  20
  Distributions from Policies Not
   Classified
   as Modified Endowment Policies.......  20
  Modified Endowment Contracts..........  20
  Distributions from Policies Classified
   as Modified Endowment Contracts......  21
  Policy Loan Interest..................  21
  Investment in the Policy..............  21
  Estate Taxes..........................  21
 American Life's Taxes..................  22
OTHER MATTERS...........................  22
 Voting Rights..........................  22
 Transfers, Withdrawals and
  Reallocations
  by Telephone..........................  22
 Dollar Cost Averaging..................  23
 Notices and Reports to Policyowners....  23
 Distribution of the Policies...........  23
 Proceeds Payment Options...............  23
  Interest Payments.....................  24
  Life Payments.........................  24
  Payments for a Fixed Period...........  24
  Payments of a Fixed Amount............  24
 Reservation of Right to Make Changes...  24
  Changes to Separate Account...........  24
  Changes in Policy Cost Factors........  24
  Deduction of Premium Taxes............  24
 Miscellaneous Policy Provisions........  24
  Limit on Right to Contest.............  24
  Suicide Exclusion.....................  25
  Misrepresentation or Misstatement of
   Age or Sex...........................  25
  Assignment............................  25
  Non-Participation.....................  25
 Executive Officers and Directors.......  25
 Legal Proceedings......................  26
 Legal Matters..........................  26
 Experts................................  26
 Additional Information.................  26
POLICY ILLUSTRATIONS....................  27
FINANCIAL STATEMENTS....................  40
</TABLE>
 
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO 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>
 
                                  DEFINITIONS
 
Accelerated Benefit--An amount equal to a portion of the Death Proceeds,
payable prior to the death of the insured when the insured is determined to
have a terminal illness.
 
Account Value--An amount equal to the total current value, as of a given date,
of the assets in the General Account allocable to your Policy and the
Investment Accounts maintained for you under your Policy.
 
Basic Death Benefit--The primary component of the Death Proceeds payable upon
the death of the insured while the Policy is in effect. The Basic Death Benefit
is the greater of (i) either the Face Amount of the Policy or else the Face
Amount of the Policy plus the Account Value, depending on the Basic Death
Benefit plan you select as set forth on the Policy Specification Pages of your
Policy, and (ii) the Account Value times the applicable Corridor Percentage.
 
beneficiary--The person designated (in your application or in your latest
notification of change of beneficiary filed with us) to receive the Death
Proceeds payable upon the death of the insured while the Policy is in effect.
 
Business Day--Any day on which we are open for business and the New York Stock
Exchange is open for trading. For purposes of determining a Valid Transaction
Date, our Business Day will end as of the close of business of the New York
Stock Exchange (normally 4:00 p.m. Eastern Time).
 
Code--The Internal Revenue Code of 1986, as amended, or any corresponding
provisions of future United States revenue laws.
 
Corridor Percentage--A percentage established under the Code, based on the
insured's age, which is multiplied by the Account Value to establish the death
benefit amount required for the Policy to be treated as life insurance under
the Code.
 
Death Proceeds--An amount equal to the sum of the Basic Death Benefit and
amounts payable under any policy riders, minus the sum of any Policy Loans and
any unpaid monthly deductions, subject to any applicable adjustments for
misrepresentation, suicide or misstatement of age and/or sex.
 
Face Amount--The amount of life insurance coverage as set forth on the Policy
Specification Pages of your Policy. The Face Amount must be at least $25,000,
except that the minimum Face Amount is $5,000 for Policies issued with a
Payroll Deduction Rider.
 
Fidelity Portfolios--The Equity-Income Portfolio of Variable Insurance Products
Fund and the Asset Manager and Contrafund Portfolios of Variable Insurance
Products Fund II.
 
General Account--Part of the general assets of American Life to which you may
make allocations under your Policy. The portion of the General Account in which
Policy allocations are held is sometimes referred to as the Interest
Accumulation Account.
 
Guaranteed Rate of Interest--An effective annual rate of interest of 3%
credited to assets allocated to the General Account.
 
insured--The person on whose life the Policy is issued.
 
insured's age--The insured's age as of his or her last birthday preceding the
Policy Date. The Insured's "attained age" at any time is the age on the Policy
Date plus the number of successive twelve month periods elapsed since the
Policy Date.
 
Investment Account--An account maintained under a Policy to reflect the portion
of the Policy's Account Value allocated to an Investment Fund of the Separate
Account.
 
Investment Alternatives--The General Account and the Investment Funds of the
Separate Account.
 
Investment Fund--A sub-account of the Separate Account that invests in the
shares of an Underlying Fund Portfolio. There currently are sixteen Investment
Funds.
 
Issue Date--The date as of which the Policy is issued, as shown on the Policy
Specification Pages of your Policy.
 
Maturity Date--The Policy Anniversary on which the insured's attained age
equals 100.
 
Monthly Anniversary Day--The same day each month as the day on which the Policy
Date occurred.
 
                                       3
<PAGE>
 
Payroll Deduction Program--A program established by an employer under which it
agrees with its participating employees to deduct on each pay date from such
employees' salaries the scheduled premium payments for Policies owned by the
employees, their spouses or minor children. The employer remits the premiums to
us.
 
Payroll Deduction Rider--A rider to a Policy issued under a Payroll Deduction
Program.
 
Policy Anniversary--The day each calendar year which is the anniversary of the
Policy Date.
 
Policy Date--The effective date of the Policy, as shown on the Policy
Specification Pages of your Policy, which will not be later than the 28th day
of any month. The Policy goes into effect as of 12:01 a.m. on the Policy Date.
 
Policy Loan--The outstanding principal and unpaid accrued interest for any loan
in effect under a Policy.
 
Policy Month--The period beginning on the Policy Date or any Monthly
Anniversary Day and ending immediately before the next Monthly Anniversary Day.
 
Policyowner--The person so designated on the Policy Specification Pages of your
Policy.
 
Policy Year--The twelve-month period beginning on (a) the Policy Date, or (b)
each Policy Anniversary.
 
premium class--The mortality risk class of the insured used in setting rates
used in computing cost of insurance charges.
 
Proceeds--The amount we will pay upon (a) surrender of the Policy ("Surrender
Proceeds"), (b) the death of the insured ("Death Proceeds") or (c) the Maturity
Date ("Maturity Proceeds"), which amount will vary depending on the type of
Proceeds being paid.
 
Processing Office--The office of American Life shown on the cover page of this
Prospectus (or such other location as we may announce by advance written notice
to Policyowners), a field office we have designated, or our toll-free telephone
facility, depending on the transaction requested.
 
scheduled premiums--Premiums to be paid in the amount and at the intervals
specified in your Policy.
 
Separate Account--The American Separate Account No. 3, a separate account of
American Life maintained under the laws of New York State and registered with
the Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act").
 
Underlying Fund--A mutual fund the shares of some or all of whose investment
portfolios are purchased by the Investment Funds of the Separate Account. The
Underlying Funds currently include: Mutual of America Investment Corporation,
Variable Insurance Products Fund, Variable Insurance Products Fund II, Scudder
Variable Life Investment Fund, TCI Portfolios, Inc., and Acacia Capital
Corporation.
 
Underlying Fund Portfolio--An investment portfolio of one of the Underlying
Funds whose shares are purchased by a corresponding Investment Fund.
 
unscheduled premiums--Premiums other than scheduled premiums that are permitted
to be made under your Policy.
 
Valid Transaction Date--The Business Day on which all of the requirements for
the completion of a transaction have been met. This includes receipt by us at
our Processing Office of all information, remittances, notices and papers
necessary to process the given transaction. If such requirements are met on a
day that is not a Business Day, or after the close of a Business Day, the Valid
Transaction Date will be the next following Business Day.
 
Valuation Day--For each Investment Fund of the Separate Account, each day the
New York Stock Exchange is open for business, or any day on which a share value
is declared by the applicable Underlying Fund for the shares in which the given
Investment Fund is invested, other than the Friday following Thanksgiving and,
for 1996, Friday July 5 and Thursday December 26.
 
Valuation Period--A period beginning at the close of business on each Valuation
Day and ending at the close of business on the next Valuation Day.
 
we, our, us, American Life--The American Life Insurance Company of New York,
its successors or assigns.
 
Written Request--A written request on an administrative form provided by us or
in a form otherwise acceptable to us.
 
you, your--The Policyowner, Policyowner's.
 
                                       4
<PAGE>
 
                            INTRODUCTION AND SUMMARY
 
The Policy is a variable universal life insurance policy that enables you,
within certain limits, to accommodate your changing insurance needs throughout
your lifetime and changing economic conditions, within the framework of a
single insurance policy. The Policy provides for death benefits, account
values, policy loans, a variety of proceeds payment options and other features
traditionally associated with life insurance. The Policy also allows you
flexibility in the timing and amount of premium payments and the amount of
insurance coverage, subject to certain restrictions, and permits you to
allocate your premiums and transfer your Account Value among the Investment
Alternatives, features that distinguish it from traditional insurance.
 
Your Premium Payments. We will provide you with an amount of scheduled
premiums, based on the initial Face Amount you select. We will send you premium
notices for scheduled premiums unless you have preauthorized withdrawals from
your bank or other account or premiums are payable under a Payroll Deduction
Program. Within certain limits, you may adjust the timing and amount of your
premium payments to suit your individual circumstances by paying unscheduled
premiums, skipping scheduled premiums, or increasing or decreasing your
scheduled premium. Each scheduled or unscheduled premium must be at least $50,
except that there is no minimum scheduled premium for Policies with a Payroll
Deduction Rider. See "The Policies--Premium Payments."
 
Your Investment Alternatives. You may allocate your premium payments to our
General Account or to one or more Investment Funds. Amounts in the General
Account are part of our general assets, and we pay interest on such amounts at
an effective guaranteed minimum rate of 3% on an annual basis. Amounts held in
the Investment Funds of the Separate Account are invested in shares of
Underlying Fund Portfolios, and we do not guarantee the investment performance
of those Portfolios. See "The Policies--Investment Alternatives."
 
Premium Allocation Changes and Transfers of Account Value. You may at any time
change your instructions to us for allocations of future premium payments among
the General Account and the Investment Funds, and you may transfer your Account
Value among Investment Alternatives. See "The Policies--Premium Payments--
Allocation of Premiums" and "The Policies--Transfers."
 
Charges Applicable to all Policies. We make a monthly deduction from your
Account Value to pay the cost of insurance, our administrative charge and the
cost of riders to your Policy, if any. Cost of insurance rates will depend on
the age of the insured person at the beginning of the most recent Policy Year
and whether the insured is in a standard or substandard premium class. For
Policies without a Payroll Deduction Rider, cost of insurance rates will depend
on the sex of the insured. For Policies with a Payroll Deduction Rider, cost of
insurance rates are unisex. Our administrative charge is $2.00 per month, not
to exceed 1/12 of 1% of your Account Value in the related month. We may
increase the administrative charge, subject to applicable laws and regulations,
but the charge per month may not be greater than $10.00. We currently do not
deduct state premium taxes from your premium payments, but we reserve the right
to do so in the future. See "The Policies--Charges and Deductions."
 
Separate Account Charges. A daily charge is imposed on the net assets of each
Investment Fund to cover the administrative expenses and mortality and expense
risks we assume under the Policies for Account Values in Investment Funds. The
administrative expense charge, expense risk charge and mortality risk charge
are at the annual rates of .40%, .15% and .70%, respectively. We reserve the
right, upon advance notice to you and subject to applicable laws and
regulations, to increase the administrative charge to a maximum of .65%
annually. See "The Policies--Charges and Deductions."
 
Underlying Fund Portfolio Charges. Investment advisory fees and other expenses
are deducted from amounts invested by the Separate Account in the Underlying
Fund Portfolios. Each investment adviser of an Underlying Fund Portfolio
receives fees based on the average net assets of the Portfolio. Advisory fees
cannot be increased without the consent of the shareholders of the Portfolio.
The annual rates at which the Underlying Fund Portfolios paid advisory fees
ranged from .125% to 1.00% of average net assets during 1995, and their total
annual expenses ranged from .125% to 1.08% of average net assets during 1995.
See the attached prospectuses for a complete description of the fees and other
expenses paid by the Underlying Fund Portfolios.
 
Partial Withdrawals and Surrender of Policy. Before the Maturity Date and while
the insured is still living, you may make partial withdrawals of your Account
Value (minus any Policy Loans) or surrender the Policy and receive the
Surrender Proceeds due under the Policy. See "The Policies--Access to Account
Values--Surrender and--Partial Withdrawals."
 
                                       5
<PAGE>
 
Your Right to Borrow From The Policy. You may borrow up to 95% of the portion
of your Account Value allocated to the General Account, minus any existing
Policy Loans. Each Policy Loan must be for at least $500, and you must assign
the Policy to us as collateral. We will charge you interest on the Policy Loan,
and we may change the interest rate from time to time. Policy Loans are
deducted from the amount otherwise due upon the surrender or maturity of the
Policy or the death of the insured. See "The Policies--Access to Account
Values--Policy Loans."
 
Basic Death Benefit Plans. You may choose as your Basic Death Benefit either a
Face Amount Plan, which generally provides a level death benefit, or a Face
Amount Plus Plan, which provides for a death benefit that varies as your
Account Value changes. Subject to certain restrictions, you may change from one
Plan to the other while the insured is still living. See "The Policies--
Insurance Benefits."
 
Supplemental Benefits. We may make available one or more supplemental insurance
benefits under your Policy, each by the addition of a rider for which you would
pay an additional monthly fee. See "The Policies--Supplemental Insurance
Benefits."
 
Accelerated Benefit. Depending on the laws of your state, an Accelerated
Benefit may be available to you under your Policy or by rider to the Policy.
Under this Benefit, you may receive a portion of the Death Proceeds that would
be payable if the insured died when the insured is determined to have less than
one year to live. You must pay an administrative fee of $250 at the time the
Accelerated Benefit is paid. See "The Policies--Access to Account Values--
Accelerated Benefit" and "The Policies--Charges and Deductions--Accelerated
Benefit Fee."
 
Your Initial Right to Return Policy. For a period of 10 days after you receive
your Policy (or a longer period as required by applicable state law for
Policies sold by direct mail or as replacement policies), you may return it and
have your premiums returned. See "The Policies--Policy Issue--Right to Examine
Policy."
 
Federal Tax Considerations. We believe that a Policy issued on a standard
premium class basis should meet the Code's definition of a life insurance
contract. There is less guidance available to determine whether a Policy issued
on a substandard premium class basis would satisfy that definition. Generally,
a Policyowner should not be deemed to be in constructive receipt of Account
Value under a Policy until there is a distribution from the Policy. Moreover,
death benefits payable under a Policy should be excludable from the gross
income of the beneficiary. As a result, the beneficiary generally should not be
taxed on these proceeds.
 
Under certain circumstances relating to cumulative premiums paid under a Policy
and the death benefit payable, a Policy may be treated as a special type of
life insurance called a "Modified Endowment Contract." If the Policy is a
Modified Endowment Contract, then all pre-death distributions, including Policy
Loans, will be treated first as a distribution of taxable income and then as a
return of investment in the Policy. In addition, prior to age 59 1/2, any such
distributions generally will be subject to a 10% penalty tax. If a premium is
credited that would cause a Policy to become a Modified Endowment Contract, we
will notify you that unless you request a refund of the excess premium the
Policy will become a Modified Endowment Contract. See "Federal Tax
Considerations."
 
If the Policy is not a Modified Endowment Contract, distributions generally
will be treated first as a return of investment in the Policy and then a
disbursement of taxable income. Moreover, Policy Loans will not be treated as
distributions. Finally, neither distributions nor Policy Loans under a Policy
that is not a Modified Endowment Contract are subject to the 10% penalty tax.
See "Federal Tax Considerations."
 
                                  THE POLICIES
 
POLICY ISSUE
 
An applicant must submit to us a completed application for a Policy. American
Life will issue a Policy only if it has a Face Amount of at least $25,000,
except that the minimum Face Amount is $5,000 for Policies with a Payroll
Deduction Rider. American Life reserves the right to decline to issue a Policy
with a Face Amount of more than $1 million. An employee participating in a
Payroll Deduction Program may apply for insurance for his or her spouse and
minor children, or the spouse and minor children may apply as owners of
Policies. All Policies issued in connection with a Payroll Deduction Program
will have a Payroll Deduction Rider.
 
Before issuing a Policy, we will require evidence of insurability satisfactory
to us. For individuals age 50 or less applying for Policies with a Face Amount
of $100,000 or less, the information needed to determine insurability
ordinarily
 
                                       6
<PAGE>
 
will be contained in the application. For Policies with larger Face Amounts
and/or applicants over age 50, a medical underwriting usually will be required.
We may use outside sources to verify information contained in the application.
For applications under a Payroll Deduction Program, we may use group
underwriting standards based on the nature of the employer's business and the
percentage of employees participating in the Program. Persons failing to meet
standard underwriting requirements nonetheless may be eligible to purchase a
Policy, but cost of insurance charges on such a Policy will be increased to
reflect the additional mortality risks assumed by American Life in insuring a
person who is a "substandard risk."
 
The Issue Date will be set forth on the Policy Specification Pages of your
Policy. The Policy will be issued upon our determination of the insurability
and rating class of the person to be insured and our approval of the
application. The Policy generally will be effective on the date our
underwriting requirements have been met and we receive the first scheduled
premium payment.
 
Right to Examine Policy. You have a right to examine the Policy. If, for any
reason, you are not satisfied with the Policy, you may cancel it by returning
it to us within 10 days after you receive it, along with a written request for
cancellation. Upon such cancellation, we will refund any premiums that were
paid on the Policy. Some states may require us to provide you with a longer
period (up to 30 days) to examine the Policy if you purchased the Policy in
response to a direct mailing or the Policy is replacing another life insurance
policy.
 
PREMIUM PAYMENTS
 
Scheduled Premiums. For your convenience, we will specify a "scheduled premium"
of at least $50 to be paid at intervals you select in your application and will
send you notices of when such scheduled premiums should be paid, except that
notices will not be sent if you have preauthorized withdrawals from your bank
or other account to pay scheduled premiums. For Policies with a Payroll
Deduction Rider there is no minimum scheduled premium, and scheduled premiums
in the amount specified by the employee for all Policies owned by the employee
and, if applicable, owned by the employee's spouse and minor children, will be
deducted on each pay date without notice of upcoming payments. For Policies
with a Payroll Deduction Rider, from the date the employee through which the
Policies were purchased is no longer participating in a Payroll Deduction
Program, we will require scheduled premiums to be paid not more frequently than
monthly and will send notices of when such scheduled premiums should be paid,
unless payment has been preauthorized. We will advise you prior to Policy
issuance whether or not the payment of proposed scheduled premiums for your
Policy would cause the Policy to be a Modified Endowment Contract. See "Federal
Tax Considerations".
 
You ordinarily may change the amount or interval of your scheduled premiums at
any time. However, scheduled premiums may not be decreased to less than the
applicable minimum. Evidence of insurability will be required for an increase
in scheduled premiums when an increase in the scheduled premium would increase
your Policy's Basic Death Benefit. See "Insurance Benefits" below.
 
Failure to pay one or more scheduled premiums will not necessarily cause your
Policy to lapse; timely payment of all scheduled premiums will not assure that
your Policy will continue in force. Whether your Policy continues in force or
lapses does not depend on whether scheduled premiums have been made, but rather
on whether, on each Monthly Anniversary Day, your Account Value (which will
vary with the performance of your Investment Accounts) is sufficient to permit
the deduction of all charges due on that day. See "Lapse and Reinstatement"
below. Scheduled premiums are permitted to be paid even if the payment would
increase the Basic Death Benefit as a result of the Corridor Percentages
described below. See "Insurance Benefits."
 
Unscheduled Premiums. You ordinarily may pay unscheduled premiums of at least
$50 at any time. However, unscheduled premiums are limited to $10,000 in a
given Policy Year, and evidence of insurability will be required if the
unscheduled premium would increase the Policy's Basic Death Benefit. See
"Insurance Benefits" below.
 
Limitation on Premiums. Premium payments, or any portion thereof, (whether
scheduled or unscheduled) that would cause your Policy to lose its status as a
life insurance policy under the Code will be refused and returned to you. See
"Federal Tax Considerations".
 
Allocation of Premiums. You may designate the portion of your premiums to be
allocated to any of the Investment Funds or to the General Account. Your
allocation instructions must be expressed as a percentage of the total premium,
 
                                       7
<PAGE>
 
using any whole percentage up to 100%. The total of such allocation percentages
at any one time must equal 100% of the premium then being paid. Premiums are
credited as of the Valid Transaction Date.
 
You may at any time change how premiums are allocated under your Policy by
sending a Written Request to our Processing Office or by telephone request. See
"Other Matters--Transfers, Withdrawals and Reallocations by Telephone." A
request to change your allocation instructions must conform to the requirements
for initial allocations. No change in allocation will be effective until we
have received and had the opportunity to act on your request for change.
Premiums paid on or after the effective date of the change will be allocated in
the manner requested.
 
INVESTMENT ALTERNATIVES
 
You may allocate your Policy's Account Value to or among the General Account or
any of the Investment Funds.
 
Investment Funds. Any portion of Account Value allocated to an Investment Fund
of the Separate Account is not guaranteed, but rather will vary in value with
the investment performance of the Underlying Fund Portfolio whose shares are
held by that Investment Fund. Currently there are sixteen Investment Funds,
each corresponding to a different Underlying Fund Portfolio. At the date of
this Prospectus, allocation of premiums to certain of the Investment Funds
(including the Funds that correspond to the Fidelity Portfolios) may not,
because certain pending state insurance department approvals have not been
received, be made by Policyowners in certain states. More detailed information
about the Underlying Fund Portfolios, including risks, charges and expenses,
may be found in the current prospectuses for Mutual of America Investment
Corporation (the "Investment Corporation"), Variable Insurance Products Fund
("Fidelity VIP"), Variable Insurance Products Fund II ("Fidelity VIP II"),
Scudder Variable Life Investment Fund Class A Shares ("Scudder"), the TCI
Growth Fund of TCI Portfolios, Inc. ("TCI"), and the Calvert Responsibly
Invested Balanced Portfolio of Acacia Capital Corporation ("Acacia"), which are
attached to this Prospectus. Each applicable prospectus should be read for a
complete evaluation of the Investment Alternatives. The following is a summary
description of each Underlying Fund Portfolio:
 
INVESTMENT CORPORATION MONEY MARKET FUND
 
The investment objective of the Money Market Fund is the realization of high
current income to the extent consistent with the maintenance of liquidity,
investment quality and stability of capital. The Fund invests only in money
market instruments and other short-term debt securities. An investment in the
Fund is neither insured nor guaranteed by the United States Government.
 
INVESTMENT CORPORATION ALL AMERICA FUND
 
The investment objective for approximately 60% of the assets of the All America
Fund (the "Indexed Assets") is to provide investment results that to the extent
practical correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard & Poor's
Composite Index of 500 Stocks (the "S&P 500 Index"). The Indexed Assets are
invested in the same manner as the Equity Index Fund (see below).
 
The investment objective for the remaining approximately 40% of the assets (the
"Active Assets") is to achieve a high level of total return, through both
appreciation of capital and, to a lesser extent, current income, by means of a
diversified portfolio of securities that may include common stocks, securities
convertible into common stocks, bonds and money market instruments. The Active
Assets are invested by three subadvisers and Mutual of America Capital
Management Corporation ("Capital Management"). Capital Management allocates the
Active Assets to maintain, to the extent practicable under current market
conditions, approximately equal amounts among the subadvisers and the Adviser.
See "Charges and Deductions--Fees and Expenses of Underlying Funds."
 
INVESTMENT CORPORATION AGGRESSIVE EQUITY FUND
 
The Aggressive Equity Fund is divided by Capital Management into two segments
so as to utilize two investment styles.
 
The investment objective for approximately 50% of the assets of the Fund (the
"Aggressive Growth Portfolio") is to achieve capital appreciation by investing
in companies believed to possess above-average growth potential. Growth can be
in the areas of earnings or gross sales which can be measured in either dollars
or in unit volume. Growth potential is often sought in smaller, less well-known
companies in new and emerging areas of the economy, but may also be found in
large companies in mature or declining industries that have been revitalized
and hold a strong industry or market position. See "Charges and Deductions--
Fees and Expenses of Underlying Funds."
 
                                       8
<PAGE>
 
The investment objective for the other approximately 50% of the assets of the
Fund (the "Aggressive Value Portfolio") is to achieve capital appreciation by
investing in companies believed to possess valuable assets or whose securities
are undervalued in the marketplace in relation to factors such as the company's
assets, earnings, or growth potential.
 
INVESTMENT CORPORATION EQUITY INDEX FUND
 
The investment objective of the Equity Index Fund is to provide investment
results to the extent practical that correspond to the price and yield
performance of publicly traded common stocks in the aggregate, as represented
by the S&P 500 Index.
 
INVESTMENT CORPORATION BOND FUND
 
The primary investment objective of the Bond Fund is to provide as high a level
of current income over time as is believed to be consistent with prudent
investment risk. A secondary objective is preservation of capital. The assets
of the Fund will consist primarily of publicly traded debt securities, such as
bonds, notes, debentures and equipment trust certificates. The Fund generally
will invest primarily in securities rated in the four highest categories by a
nationally recognized rating service or in instruments of comparable quality.
The Fund also may invest to a limited extent in lower rated or unrated
securities, and these may be subject to greater market and financial risk than
higher quality (lower yield) issues.
 
INVESTMENT CORPORATION SHORT-TERM BOND FUND
 
The primary investment objective of the Short-Term Bond Fund is to provide as
high a level of current income over time as is believed to be consistent with
prudent investment risk. A secondary objective is preservation of capital. The
assets of the Fund will consist primarily of publicly-traded debt securities,
such as bonds, notes, debentures and equipment trust certificates, which will
produce a portfolio with an average maturity of one to three years. The Fund
generally will invest primarily in securities rated in the four highest
categories by a nationally recognized rating service or in instruments of
comparable quality. The Fund may also invest to a limited extent in lower rated
or unrated securities, and these may be subject to greater market and financial
risk than higher quality (lower yield) issues.
 
INVESTMENT CORPORATION MID-TERM BOND FUND
 
The primary investment objective of the Mid-Term Bond Fund is to provide as
high a level of current income over time as is believed to be consistent with
prudent investment risk. A secondary objective is preservation of capital. The
assets of the Fund will consist primarily of publicly-traded debt securities,
such as bonds, notes, debentures and equipment trust certificates which will
produce a portfolio with an average maturity of three to seven years. The Fund
generally will invest primarily in securities rated in the four highest
categories by a nationally recognized rating service or in instruments of
comparable quality. The Fund may also invest to a limited extent in lower rated
or unrated securities, and these may be subject to greater market and financial
risk than higher quality (lower yield) issues.
 
INVESTMENT CORPORATION COMPOSITE FUND
 
The investment objective of the Composite Fund is to achieve as high a total
rate of return, through both appreciation of capital and current income, as is
consistent with prudent investment risk by means of a diversified portfolio of
publicly traded common stocks, publicly traded debt securities and money market
instruments. The Fund will seek to achieve long term growth of its capital and
increasing income by investments in common stock and other equity type
securities, and a high level of current income through investments in publicly
traded debt securities and money market instruments.
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
 
Equity-Income Portfolio seeks reasonable income by investing primarily in
income-producing equity securities. In choosing these securities, the Portfolio
will also consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the securities
comprising the S&P 500 Index.
 
FIDELITY VIP II CONTRAFUND PORTFOLIO
 
Contrafund Portfolio is a growth fund. It seeks to increase the value of an
investment in the Portfolio over the long term by investing mainly in
securities of companies that are undervalued or out-of-favor. These securities
may be issued by domestic or foreign companies and many may not be well known.
The Portfolio usually invests primarily in common
 
                                       9
<PAGE>
 
stock and securities convertible into common stock, but it has the flexibility
to invest in any type of security that may produce capital appreciation.
 
FIDELITY VIP II ASSET MANAGER PORTFOLIO
 
Asset Manager Portfolio seeks high total return with reduced risk over the
long-term by allocating its assets among domestic and foreign stocks, bonds and
short-term fixed-income instruments. The Portfolio's adviser will normally
allocate the Portfolio's assets among the three asset classes within the
following investment parameters: 0-70% in short-term instruments; 20-60% in
bonds; and 10-60% in stocks. The expected "neutral mix", which the Portfolio's
adviser would expect over the long-term, is 20% in short-term instruments, 40%
in bonds and 40% in stocks.
 
SCUDDER CAPITAL GROWTH PORTFOLIO CLASS A SHARES
 
Scudder Capital Growth Portfolio seeks to maximize long-term capital growth
through a broad and flexible investment program. The Portfolio invests in
marketable securities, principally common stocks and, consistent with its
objective of long-term capital growth, preferred stocks. However, in order to
reduce risk, as market or economic conditions periodically warrant, the
Portfolio may also invest up to 25% of its assets in short-term debt
instruments.
 
SCUDDER BOND PORTFOLIO CLASS A SHARES
 
Scudder Bond Portfolio pursues a policy of investing for a high level of income
consistent with a high quality portfolio of securities. Under normal
circumstances, the Portfolio invests at least 65% of its assets in bonds,
including United States Government, corporate and other notes and bonds paying
high current income. Not less than 80% of the debt obligations in which the
Portfolio invests will be rated, at the time of purchase, within the three
highest categories by a nationally recognized rating service or in instruments
of comparable quality. The Portfolio may also invest to a limited extent in
lower rated securities, and these may be subject to greater market and
financial risk than higher quality (lower yield) issues.
 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
 
Scudder International Portfolio seeks long-term growth of capital primarily
through diversified holdings of marketable foreign equity investments. The
Portfolio invests primarily in equity securities of established companies which
do business primarily outside the United States and which are listed on foreign
exchanges. Investing in foreign securities may involve a greater degree of risk
than investing in domestic securities.
 
TCI GROWTH FUND
 
TCI Growth Fund seeks capital growth by investing primarily in common stocks
(including securities convertible into common stock). The Fund may purchase
securities only of companies that have a record of at least three years'
continuous operation and such securities must enjoy a fair degree of
marketability. All securities must be listed on major stock exchanges or traded
over-the-counter.
 
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
 
Calvert Responsibly Invested Balanced Portfolio seeks to achieve a total return
above the rate of inflation through an actively managed diversified portfolio
of common and preferred stocks, bonds and money market instruments selected
with a concern for the social impact of each investment. Prior to May 1, 1995,
the Portfolio was known as the Calvert Socially Responsible Series.
 
Shared Funding Arrangements. Shares of the Fidelity VIP Equity-Income
Portfolio, Fidelity VIP II Contrafund and Asset Manager Portfolios, Scudder
Capital Growth, Bond and International Portfolios, Class A Shares, the TCI
Growth Fund and the Calvert Responsibly Invested Balanced Portfolio (together,
the "Shared Funds") currently are available to the separate accounts of a
number of insurance companies. The Board of Directors of each Shared Fund is
responsible for monitoring that Fund for the existence of any material
irreconcilable conflict between the interests of the policyowners of all
separate accounts investing in the Fund and determining what action, if any,
should be taken in response. If we believe that a Shared Fund's response to any
of those events insufficiently protects our Policyowners, we will take
appropriate action. If any material irreconcilable conflict arises,the
Investment Alternatives may be modified or reduced. See "Charter--FMR and its
Affiliates" in the Fidelity Portfolios prospectus, "Investment Concept of the
Fund" in the
 
                                       10
<PAGE>
 
Scudder Variable Life Investment Fund prospectus, "Shareholders of TCI
Portfolios" in the TCI Growth Fund prospectus, and "Purchase and Redemption of
Shares" in the Calvert Responsibly Invested Balanced Portfolio prospectus for a
further discussion of the risks associated with the offering of Shared Fund
shares to our Separate Account and the separate accounts of other insurance
companies.
 
General Account. Any portion of Account Value allocated to the General Account
is credited with interest at a rate we declare from time to time. The current
rate will be shown in your initial Policy Specification Pages, and we will send
you notice when we change the current rate. The Guaranteed Rate of Interest is
the minimum interest rate we will pay. Interest is credited daily and
compounded annually. The interest rate may be different for the portions of the
General Account representing borrowed and unborrowed amounts under your Policy.
See "The Policies--Access to Account Values--Policy Loans".
 
Premiums allocated and transfers made to the General Account become part of the
general assets of American Life, which support our insurance and annuity
obligations. Because of exemptive and exclusionary provisions, interests in our
General Account have not been registered under the Securities Act of 1933
("1933 Act") nor is the General Account registered as an investment company
under the 1940 Act. Accordingly, neither the General Account nor any interest
therein is subject generally to the provisions of the 1933 or 1940 Acts, and we
have been advised that the staff of the Commission has not reviewed the
disclosures in this Prospectus which relate to the General Account. Disclosures
regarding the fixed portion of the Policies and the General Account, however,
may be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses.
 
ACCOUNT VALUE
 
The Account Value of your Policy at any time is your current value in the
General Account plus the current value of the Investment Accounts maintained
for you under your Policy. When you allocate amounts to an Investment Fund, we
will credit the appropriate Investment Account of your Policy with
"Accumulation Units" of that Investment Fund. The value of those Accumulation
Units reflects the value of the Underlying Fund Portfolio shares held by that
Investment Fund and the deduction each Valuation Day of administrative,
mortality risk and expense risk charges at an aggregate annual rate of 1.25%.
See "Charges and Deductions" below.
 
General Account Value. The current value of your allocations to the General
Account is equal to (i) the total of all amounts allocated under your Policy to
the General Account, plus (ii) all interest accrued thereon, minus (iii) the
sum of any withdrawals or transfers under the Policy from the General Account
and all charges deducted from the General Account.
 
Investment Account Values. The current value of any Investment Account under
your Policy on any Valuation Day is equal to (i) the number of Accumulation
Units of the Investment Fund associated with that Investment Account credited
to your Policy on that Valuation Day, multiplied by (ii) the Accumulation Unit
Value for that Investment Fund for the Valuation Period which includes that
Valuation Day. On any Valuation Day, when an amount is allocated to, or
withdrawn, transferred or deducted from, an Investment Account, the number of
Accumulation Units to be credited to or charged against your Policy will be (i)
the amount so allocated, withdrawn, transferred or deducted, divided by (ii)
the Accumulation Unit Value for the specified Investment Fund for that
Valuation Day.
 
The Accumulation Unit Value for an Investment Fund for any Valuation Period is
the Accumulation Unit Value for that Investment Fund for the preceding
Valuation Period multiplied by the Accumulation Unit Value Change Factor for
that Investment Fund for the current Valuation Period. The Accumulation Unit
Value Change Factor for a Valuation Period is (i) divided by (ii), where (i) is
the asset value of the Investment Fund at the end of the current Valuation
Period before any amounts are allocated to, or withdrawn, deducted or
transferred from, that Investment Fund during the Valuation Period, divided by
the asset value of that Investment Fund at the end of the preceding Valuation
Period after any change in the number of Accumulation Units for that Valuation
Period, and (ii) is 1.00 plus the component of total Separate Account charges
for the number of days from the end of the preceding Valuation Period to the
end of the current Valuation Period.
 
TRANSFERS
 
You may transfer all or any part of your Account Value (excluding any amounts
in the General Account representing Policy Loans) between and among the General
Account and any of the Investment Accounts.
 
                                       11
<PAGE>
 
All transfer requests must be made in a manner satisfactory to us, including
specification of the General Account and/or the Investment Accounts involved.
Transfer requests will be effective on their Valid Transaction Dates. The
amount to be transferred may be designated in your transfer request as (a) a
dollar amount, (b) a number of Accumulation Units (if you are transferring
Account Value from one of your Investment Accounts), or (c) any whole
percentage of the value of the General Account or Investment Account.
 
If the transfer is from the General Account, the amount to be transferred will
be the lesser of (a) the amount requested or (b) the amount in the General
Account as of the date of transfer that exceeds any amount therein held as
collateral for Policy Loans. If the transfer is from an Investment Account, the
amount to be transferred will be the lesser of (a) the amount requested and (b)
the amount that is in that Investment Account as of the date of the transfer.
Transfers from an Investment Account will be effected by cancelling
Accumulation Units of the associated Investment Fund credited to your Account
Value in an amount equal to the amount to be transferred; transfers to an
Investment Account will be effected by crediting additional Accumulation Units
of the associated Investment Fund to your Account Value in an amount equal to
the amount to be transferred. All values will be calculated using Accumulation
Unit values calculated for each Investment Fund involved on the date of the
transfer.
 
ACCESS TO ACCOUNT VALUES
 
You may obtain all or part of your Account Value by surrendering your Policy,
by making a partial withdrawal from your Policy or by taking a Policy Loan. If
the insured has a terminal illness, you also may be eligible to obtain an
Accelerated Benefit payment, as described below. Each of these transactions may
have tax consequences, and certain transactions may cause your Policy to become
a Modified Endowment Contract. See "Federal Tax Considerations" below.
 
Surrender. At any time prior to the Maturity Date, while the insured is alive,
you may surrender your Policy and obtain the Surrender Proceeds, which consists
of your Account Value minus any Policy Loans outstanding at the time of
surrender. To surrender your Policy, you must submit the Policy and a Written
Request to our Processing Office. We will pay the Surrender Proceeds on the
Valid Transaction Date of the surrender, provided that the insured is alive on
that date, and all insurance benefits under your Policy will then cease.
 
Partial Withdrawals. At any time prior to the Maturity Date, while the insured
is alive, you may withdraw part of your Account Value. A partial withdrawal
must be in an amount of at least $500, may not reduce the Account Value to less
than $100, and cannot exceed the Account Value minus any Policy Loans. We
reserve the right to limit the number of partial withdrawals in one Policy
Year, although no such limit currently is imposed.
 
A partial withdrawal will affect both your Account Value and the amount of your
Basic Death Benefit. If you have a Face Amount Plan, we will reduce both your
Account Value and your Face Amount by the amount of any withdrawal, and we will
send you revised Policy Specification Pages reflecting the Face Amount
decrease. The reduction in amount of insurance due to a withdrawal generally
will be applied in the order of the effective dates of such amounts of
insurance, the most recent first. If you have a Face Amount Plus Plan, we will
reduce your Account Value by the amount of the withdrawal. A partial withdrawal
will not be allowed if it would reduce the Face Amount below the minimum for
the Policy. For a discussion of the two Basic Death Benefit plans, see
"Insurance Benefits" below.
 
Policy Loans. You may request a Policy Loan only on amounts held in, or
transferred to, the General Account. You will pay interest on the Policy Loan,
but the amount held in the General Account as collateral for your Policy Loan
will accrue interest at a rate equal to the interest you pay on the Policy Loan
less 2%.
 
We will grant a Policy Loan if the following prior conditions are met:
 
  (a) We receive at our Processing Office your Written Request for a loan;
 
  (b) The amount of the loan does not exceed 95% of the current value of the
General Account, minus any existing Policy Loans;
 
  (c) The amount of the loan is at least $500;
 
  (d) The sole security for the loan is the Policy;
 
  (e) The Policy is assigned to us in a form acceptable to us; and
 
  (f) The Policy is in effect.
 
 
                                       12
<PAGE>
 
The interest rate on a Policy Loan will be the adjustable maximum interest rate
that we can charge under applicable law. The adjustable maximum interest rate
is the greater of (a) the Guaranteed Rate of Interest plus 1% per year or (b)
the "Published Monthly Average" for the calendar month ending two months before
the date on which the rate is determined. The Published Monthly Average is the
Term Monthly Average Corporates yield shown in Moody's Corporate Bond Yield
Averages published by Moody's Investors Service, Inc., or any successor thereto
or, if that Moody's average is no longer published, a substantially similar
average, as established by insurance regulation in the jurisdiction in which
the Policy is delivered.
 
A new interest rate for Policy Loans will be effective beginning on the January
1 next following a change in the maximum rate. The adjustable maximum rate of
interest on Policy Loans for each Policy is determined each December 1 on or
after the Policy is issued. The Policy Loan interest rate may be increased
whenever the adjustable maximum interest rate increases by 0.5% or more a year
and must be reduced whenever the adjustable maximum interest rate decreases by
0.5% or more a year.
 
Interest on Policy Loans accrues daily and is due and payable at the end of the
Policy Month in which the loan is made and at the end of each subsequent Policy
Month. Any interest not paid when due becomes part of the Policy Loan and bears
interest. We will notify you and any assignee on our records (a) at the time a
loan is made under your Policy, of the initial rate of interest on that loan,
and (b) at least 28 days in advance of an interest rate increase, of the terms
of that increase. We will include in such notices the substance of the Policy
provisions permitting an adjustable maximum interest rate, and specifying the
frequency of interest rate determinations, as permitted by law.
 
We will not terminate the Policy in a Policy Year solely as the result of a
change in the interest rate on a Policy Loan during the Policy Year, and we
will maintain coverage during that Policy Year until the time at which the
Policy otherwise would have terminated if there had been no such interest rate
change during that Policy Year.
 
You can repay Policy Loans in part or in full at any time if the insured is
living and your Policy is in effect. If you do not repay a Policy Loan, it will
be deducted from Surrender Proceeds, Maturity Proceeds or Death Proceeds.
 
If, on any Monthly Anniversary Day, Policy Loans exceed Account Value, then the
grace period provisions will apply and you will be notified of the minimum
payment you will have to make to prevent the Policy from lapsing. See "Lapse
and Reinstatement" below.
 
Accelerated Benefit. To the extent permitted by your state's laws, the
Policyowner may be eligible, under the terms of the Policy or a rider to the
Policy, to be paid a lump-sum Accelerated Benefit, provided that the insured is
determined to have a terminal illness (a state of health where the insured's
life expectancy is 12 months or less). The amount of the Accelerated Benefit is
the present value (discounted for a one-year period) of the lesser of (a)
$200,000 or (b) 50% of the Death Proceeds that would be payable upon the Valid
Transaction Date as of which the Accelerated Benefit is calculated. The
interest rate assumed in discounting the Accelerated Benefit will be no greater
than the greater of (a) the current yield on 90-day U.S. treasury bills on the
Valid Transaction Date or (b) the then-current maximum rate of interest on
Policy Loans.
 
For the Accelerated Benefit to be payable, we must receive at our Processing
Office: (i) the Policy or, if applicable, the Accelerated Benefit rider; (ii)
your Written Request for payment of the Accelerated Benefit; (iii) the Written
Consent of all irrevocable beneficiaries, if any; and (iv) evidence
satisfactory to us of the insured's terminal illness. In addition, the Policy
must be in force on the date of your request and must not have been assigned
(other than to us as security for a Policy Loan). Finally, the insured's
terminal illness must not be a consequence of intentionally self-inflicted
injuries. If the insured dies before a requested Accelerated Benefit payment is
made, we will instead pay the Death Proceeds to the beneficiary in accordance
with the Policy.
 
The required evidence of terminal illness may include, but is not limited to:
(a) a certification of such a state of health by a licensed physician who (i)
has examined the insured, (ii) is qualified to provide that certification and
(iii) is neither the Policyowner, the insured, nor a family member of either;
and (b) a second opinion or examination by a physician we designate (any such
determination to be at our expense).
 
After an Accelerated Benefit payment is made, the Policy will continue in
force, but with amounts otherwise payable under the Policy and any riders to it
reduced by the percentage of the Death Proceeds (calculated as of the Valid
Transaction Date) that has been "accelerated" by means of the Accelerated
Benefit (i.e., the percentage derived by dividing the Accelerated Benefit by
the Death Proceeds at the Valid Transaction Date). The Policy's Face Amount,
Account Value, Policy Loans and any Proceeds payable after the Accelerated
Benefit payment is made all will be reduced
 
                                       13
<PAGE>
 
by that percentage. However, any subsequent premiums and cost of insurance
charges under the Policy will be payable based on the Account Value and Face
Amount that were in effect prior to the payment of the Accelerated Benefit.
 
INSURANCE BENEFITS
 
Death Proceeds. Upon our receipt of due proof of the death of the insured while
the Policy is in effect, the Death Proceeds will be payable to the beneficiary.
The Death Proceeds are calculated as of the date of the insured's death. You
should provide written proof of death as soon as is reasonably possible. The
Death Proceeds will be equal to the Basic Death Benefit plus any insurance
benefits payable under any riders to the Policy, minus the sum of any Policy
Loans and unpaid monthly deductions prior to the date of the insured's death.
 
Basic Death Benefit. There are two Basic Death Benefit plans available under
this Policy: the "Face Amount Plan" and the "Face Amount Plus Plan."
 
Under the Face Amount Plan, the Basic Death Benefit will be the greater of (a)
the Policy's Face Amount on the date of the insured's death or (b) the Policy's
Account Value on the date of the insured's death multiplied by the appropriate
Corridor Percentage from the Corridor Percentage Chart set forth below. The
Face Amount Plan generally provides you with a fixed death benefit because the
Basic Death Benefit is based on the Face Amount. Premiums paid and the
investment performance of your chosen Investment Alternatives will impact your
Account Value and, accordingly, the amount at risk on which cost of insurance
charges are imposed. See "Charges and Deductions--Cost of Insurance Charges"
below.
 
Under the Face Amount Plus Plan, the Basic Death Benefit will be the greater of
(a) the Face Amount on the date of the insured's death plus the Account Value
on that date or (b) the Account Value on the date of the insured's death
multiplied by the appropriate corridor percentage from the Corridor Percentage
Chart set forth below. The Face Amount Plus Plan provides you with a variable
death benefit because the Account Value, which is a component of the Basic
Death Benefit, will vary with premiums paid and the investment performance of
your chosen Investment Alternatives.
 
Corridor Percentages. The Corridor Percentage Chart is based upon the insured's
attained age on the date of the insured's death. These percentages are based
upon the requirements of the Code and we reserve the right to change them in
accordance with future revisions of the Code so that the Policy will continue
to qualify as life insurance for purposes of the Code.
 
                           CORRIDOR PERCENTAGE CHART
 
<TABLE>
<CAPTION>
ATTAINED     CORRIDOR      ATTAINED      CORRIDOR       ATTAINED        CORRIDOR
  AGE       PERCENTAGE       AGE        PERCENTAGE         AGE         PERCENTAGE
- --------    ----------     --------     ----------     -----------     ----------
<S>         <C>            <C>          <C>            <C>             <C>
0-40           250%           54           157%            68             117%
   41          243            55           150             69             116
   42          236            56           146             70             115
   43          229            57           142             71             113
   44          222            58           138             72             111
   45          215            59           134             73             109
   46          209            60           130             74             107
   47          203            61           128          75 to 90          105
   48          197            62           126             91             104
   49          191            63           124             92             103
   50          185            64           122             93             102
   51          178            65           120             94             101
   52          171            66           119         95 or older        100
   53          164            67           118
</TABLE>
 
                                       14
<PAGE>
 
Face Amount Increases and Decreases. From time to time, your life insurance
needs may change. The Policy permits you to increase or decrease the Face
Amount of your Policy in certain circumstances. To change your Face Amount, you
must submit to our Processing Office a Written Request. A change in Face Amount
may not cause the Face Amount to be less than $25,000 ($5,000 for Policies with
a Payroll Deduction Rider) and may not cause the Policy to cease to qualify as
life insurance under the Code. We reserve the right to limit the amount of any
increase or decrease. The current minimum for any requested change in Face
Amount is $5,000. If the insured is not living on the effective date of a
change, the change will not take effect. Following any change in Face Amount,
we will send you new Policy Specifications Pages that update the information to
reflect the change. Certain reductions in Face Amount may cause your Policy to
become a Modified Endowment Contract. See "Federal Tax Considerations."
 
A request for an increase in Face Amount must be accompanied by evidence
satisfactory to us that the insured is insurable. Cost of insurance charges on
the additional Face Amount will be based on the insured's premium class at the
time of the increase. An increase in Face Amount will be effective only if and
when we expressly approve it. The effective date of a decrease in Face Amount
will be the first Monthly Anniversary Day on or after the date we receive your
request. To the extent applicable, a decrease in Face Amount will first reduce
any prior increases in Face Amount, in reverse of the order in which they
occurred (i.e., the most recent Face Amount increase will be the first
reduced), and then will reduce the original Face Amount.
 
Change of Basic Death Benefit Plan. You may request a change in your Basic
Death Benefit plan. The change will be effected in a way that keeps the Basic
Death Benefit payable on the effective date of the change the same as it would
have been without the requested change. If you have a Face Amount Plan, you can
change it to a Face Amount Plus Plan, which will decrease your Policy's Face
Amount by the amount of the Account Value as of the effective date of the
change. If you have a Face Amount Plus Plan, you may be able to change it to a
Face Amount Plan, which would increase your Policy's Face Amount by the amount
of the Account Value as of the effective date of the change. We may require
satisfactory current evidence of insurability prior to approving a change from
a Face Amount Plus Plan to a Face Amount Plan. A change in Basic Death Benefit
plan will become effective as of the first Monthly Anniversary Day on or after
we receive at our Processing Office your Written Request (which, in the case of
a change that would increase your Policy's Face Amount, may include evidence
acceptable to us of current insurability).
 
Maturity Benefit. If on the Maturity Date the insured is still living and the
Policy is still in effect, the Maturity Proceeds will be payable. The Maturity
Proceeds are equal to your Account Value, minus any Policy Loans and unpaid
monthly deductions.
 
CHARGES AND DEDUCTIONS
 
Cost of Insurance Charges. Each Monthly Anniversary Day, charges are deducted
to compensate American Life for the life insurance coverage to be provided in
the next month. The amount to be deducted is equal to the product of (a) times
(b), where (a) is American Life's amount at risk (the Policy's Basic Death
Benefit minus the Account Value as of the Monthly Anniversary Day) and (b) is
an amount equal to the cost per $1,000 of insurance rate divided by $1,000.
These rates will be no greater than those permitted under the 1980
Commissioner's Standard Ordinary mortality table for the insured's premium
class. Cost of insurance rates will vary according to the insured's age and
premium class. For Policies without a Payroll Deduction Rider, rates also will
vary according to the insured's gender. For Policies with a Payroll Deduction
Rider and where required by law for any Policy, cost of insurance rates are
unisex, i.e., the same rates apply for male and female insureds of the same age
and rating classification. Unisex rates are more favorable to males than gender
based rates, and gender based rates are more favorable to females than unisex
rates. The guaranteed maximum cost of insurance rates for Policies with a
Payroll Deduction Rider also are unisex.
 
Cost of insurance is computed separately for the initial Face Amount and for
each increase in the Face Amount. The cost of insurance rates are based on the
insured's age at the beginning of the Policy Year and on the applicable premium
class. For the initial Face Amount, the premium class on the Issue Date will be
used. For any increase in Face Amount, the premium class in effect at the time
of that increase will be used.
 
Cost of insurance rates will be determined by us based on our estimates of
future cost factors such as mortality, investment income, expenses, and the
length of time Policies stay in force. We may adjust the cost of insurance
rates from time to time. Any adjustments will be made on a uniform basis. If
the insured's premium class is standard, then the rates will never be greater
than the guaranteed insurance rates shown in your Policy Specification Pages.
 
                                       15
<PAGE>
 
Cost of insurance charges will be deducted from the portion of Account Value,
if any, allocated to the General Account. If no portion of Account Value has
been allocated to the General Account, or if such allocation is insufficient to
pay all of the cost of insurance charges, those charges will be deducted from
Account Values allocated to one or more of the Investment Funds in the
following order: (a) Investment Corporation Money Market Fund, (b) Investment
Corporation Short-Term Bond Fund, (c) Investment Corporation Mid-Term Bond
Fund, (d) Investment Corporation Bond Fund, (e) Scudder Bond Fund, (f)
Investment Corporation Composite Fund, (g) Fidelity VIP II Asset Manager Fund,
(h) Calvert Responsibly Invested Balanced Fund, (i) Fidelity VIP Equity-Income
Fund, (j) Investment Corporation All America Fund, (k) Investment Corporation
Equity Index Fund, (l) Fidelity VIP II Contrafund Fund, (m) Investment Company
Aggressive Equity, (n) Scudder Capital Growth Fund, (o) Scudder International
Fund, and (p) TCI Growth Fund.
 
Administrative Charges. To pay for expenses incurred by American Life in
administering the Policies, a charge at an annual rate of 0.40% will be
deducted from Separate Account assets each Valuation Day and a charge of the
lesser of $2.00 or 1/12 of 1% of Account Value will be deducted on each Monthly
Anniversary Day (in the manner described above for cost of insurance charges).
We reserve the right to increase these charges if the revenues from these
charges are insufficient to cover our costs of administering the Policies.
However, in no event will the .40% charge be increased to more than an annual
rate of .65% or the $2.00 (or 1/12 of 1% of Account Value) charge increased to
more than $10 per month. The charge at an annual rate of 0.40% with respect to
the Separate Account's investment in the TCI Growth Fund will be reduced to
0.20% to the extent we are reimbursed for certain expenses, as discussed below
under "Fees and Expenses of Underlying Funds".
 
Mortality and Expense Risks Charges. Each Valuation Day a deduction is made
from Separate Account Assets for mortality and expense risks assumed by
American Life in connection with the Policies. The mortality risk charge, at an
annual rate of 0.70%, compensates American Life for assuming the risk that
insureds may live for a shorter period of time than estimated for purposes of
current or guaranteed cost of insurance rates. The expense risk charge, at an
annual rate of 0.15%, compensates American Life for the risk that its expenses
incurred in administering the Policies will be greater than it estimated.
American Life will realize a gain from these charges to the extent that they
are not needed to provide benefits and pay expenses under the Policies.
 
Fees and Expenses of Underlying Funds. Each Investment Fund of the Separate
Account purchases shares of an Underlying Fund Portfolio at net asset value.
That net asset value reflects investment management and other fees and expenses
incurred by that Underlying Fund Portfolio. Detailed information concerning
those fees and expenses is set forth in the prospectuses for the Underlying
Funds that are attached to this Prospectus.
 
Each Investment Corporation Fund receives investment advice from Capital
Management, an indirect, wholly-owned subsidiary of Mutual of America. Capital
Management receives from each such Fund a fee calculated as a daily charge at
the annual rate of .25% of the value of the net assets in the Money Market
Fund; .125% of the value of the net assets in the Equity Index Fund; .50% of
the value of the net assets in the All America, Bond, Short-Term Bond, Mid-Term
Bond and Composite Funds; and .85% of the value of the net assets in the
Aggressive Equity Fund. Capital Management, which serves as investment adviser
of each Investment Corporation Fund, voluntarily pays all of the expenses of
the Funds other than advisory fees, brokers' commissions, transfer taxes and
other fees relating to portfolio transactions. See "The Funds' Expenses" in the
Investment Corporation prospectus.
 
Capital Management, with respect to the Active Assets of the All America Fund,
has entered into subadvisory agreements (each a "Subadvisory Agreement") with
three professional advisers: Palley-Needelman Asset Management, Inc. ("Palley-
Needelman"), Oak Associates, Ltd. ("Oak Associates") and Fred Alger Management,
Inc. ("Alger Management"). Capital Management, at its own expense, pays to the
Subadvisers an amount calculated as a daily charge at the following annual
rates: Palley-Needelman, .30%; Oak Associates, .30%; and Alger Management,
 .45%; of the value of the net assets for which each Subadviser is providing
investment advisory services.
 
Fidelity VIP Equity-Income Portfolio, Fidelity VIP II Contrafund Portfolio and
Fidelity VIP II Asset Manager Portfolio receive investment advice from Fidelity
Management & Research Company ("FMR"). FMR receives from each Portfolio a fee,
calculated as a daily charge and payable monthly, that is a sum of two
components multiplied by average net assets. The components are a group fee
rate based on the monthly average net assets of all the mutual funds advised by
FMR, which cannot exceed .52% and declines as assets rise, and an individual
fund fee rate. The effective group fee rate for December 1995 was .3097%, and
the individual fund fee rates for the Equity-Income, Contrafund and Asset
Manager Portfolios are .20%, .30% and .40%, respectively.
 
                                       16
<PAGE>
 
Each Scudder Portfolio, Class A Shares, receives investment advice from
Scudder, Stevens & Clark, Inc., and Scudder, Stevens & Clark, Inc. receives
from each such Scudder Portfolio a fee calculated as a daily charge at the
annual rate of .475% of the average net assets in the Scudder Capital Growth
Portfolio and the Scudder Bond Portfolio and .875% of the average net assets in
the Scudder International Portfolio. Also, there may be deducted from each
Scudder Portfolio up to an additional .275% of the average net assets in the
Scudder Capital Growth Portfolio and the Scudder Bond Portfolio, and .625% of
the average net assets in the Scudder International Portfolio, for expenses
incurred by such Portfolio.
 
Pursuant to the Participation Agreement between Scudder and American Life,
American Life will make a capital contribution to Scudder when the annual
operating expenses of either or both of the Capital Growth and Bond Portfolios
exceed .75% of their respective average net assets, and when such expenses of
the International Portfolio exceed 1.5% of its average net assets. American
Life will pay its pro rata portion, allocated among certain insurance companies
that purchase shares of the Capital Growth and Bond Portfolios, of the amount
required to reduce the annual operating expenses of such Portfolios to the
specified percentages.
 
TCI Growth Fund receives investment advice from Investors Research Corporation,
and Investors Research Corporation receives from the TCI Growth Fund a fee
calculated as a daily charge at the annual rate of 1.00% of the average net
assets of the TCI Growth Fund. Many investment companies pay smaller management
fees than the fee paid by the TCI Growth Fund to Investors Research
Corporation. However, TCI has stated in the prospectus for the TCI Growth Fund,
which is attached to this Prospectus, that most, if not all, of such companies
also pay, in addition, certain of their own expenses, while all TCI Growth
Fund's expenses except brokerage, taxes, interest, fees and expenses of non-
interested directors (including counsel fees) and extraordinary expenses are
paid by Investors Research Corporation.
 
Pursuant to the Fund Participation Agreement among American Life, TCI and
Investors Research Corporation, Investors Research Corporation pays American
Life, on a monthly basis, for certain administrative savings resulting from
that agreement. Currently, that payment is an amount equal to .20% per annum of
the average amount of the Separate Account's investment in TCI, provided the
aggregate amount of the Separate Account's investment and the investments of
other separate accounts of American Life and Mutual of America in the TCI
Growth Fund for that month exceeds $10 million. The administrative fees
assessed against the Investment Fund holding shares of TCI Growth Fund are
reduced by the full amount of such payments to American Life.
 
Calvert Responsibly Invested Balanced Portfolio receives investment advice from
Calvert Asset Management Company, Inc., and the Sub-Advisor to the Portfolio is
NCM Capital Management Group, Inc., which manages the equity portion of the
Portfolio. Calvert Asset Management Company, Inc. receives from Calvert
Responsibly Invested Balanced Portfolio a monthly base fee computed on a daily
basis at an annual rate of 0.70% (subject to adjustment as described below) of
average net assets of the Portfolio. Calvert Asset Management Company, Inc.
pays the Sub-Advisor's Fee. Calvert Asset Management Company, Inc. and the Sub-
Advisor may earn (or have their fees reduced by) performance fee adjustments
based on the extent to which the Portfolio exceeds or trails the Lipper
Balanced Funds Index. After July 1, 1996, the performance adjustments could
cause the annual rate to be as high as .85% or as low as .55% of average net
assets. Pursuant to an agreement between American Life and Calvert Securities
Corporation, Calvert Securities Corporation has agreed that it shall cause the
annual operating expenses (including the investment advisory fee but excluding
brokerage commissions, interest, taxes and extraordinary expenses) of the
Calvert Responsibly Invested Balanced Portfolio to not exceed 0.85% of that
Portfolio's average annual daily net assets until further notice to American
Life.
 
Accelerated Benefit Fee. A one-time administrative fee will be deducted from
the Policyowner's Accelerated Benefit if and when payment of an Accelerated
Benefit payment is made. See "The Policies--Access To Account Values--
Accelerated Benefit." The amount of the Accelerated Benefit fee is $250.
 
Premium Taxes. We currently do not deduct state premium taxes from your premium
payments. American Life reserves the right to deduct all or a portion of the
amount of any applicable taxes, including state premium taxes, from premiums
prior to any allocation of those premiums among the General Account and the
Investment Funds. Currently, most state premium taxes range from 2% to 4%. See
"Federal Tax Considerations--American Life's Taxes".
 
SUPPLEMENTAL INSURANCE BENEFITS
 
Subject to certain requirements, we may in the future make one or more
supplemental insurance benefits available by rider to your Policy, including
ones providing accidental death coverage and coverage for children of an
insured. Initially, supplemental insurance benefits will be available only for
Policies with Payroll Deduction Riders. The cost of any supplemental benefits
will be deducted from your Account Value on each Monthly Anniversary Day.
 
An accidental death benefit rider provides that if the insured dies as a result
of an accidental bodily injury, American Life will pay an accidental death
benefit equal to the initial Face Amount of the Policy (to a maximum of
$200,000).
 
                                       17
<PAGE>
 
The monthly cost per thousand of coverage for the accidental death benefit
rider will be $.10. All unmarried dependent children between 14 days and 18
years of age may be included under a children's term rider. Each additional
child is insured automatically when 14 days old at no increase in premium.
Insurance continues to age 21 of the child or to age 65 of the primary insured,
whichever is earlier. Upon reaching age 21, each covered child has the
opportunity of purchasing $5,000 of life insurance for each $1,000 of
children's term rider. The premium charged for the converted policy will be at
the standard rates then in effect. The total monthly cost per $1,000 of
coverage for all covered children is $.60 to a maximum of $5,000 per child.
 
LAPSE AND REINSTATEMENT
 
If, on any Monthly Anniversary Day, deduction of the charges then due would
result in the Account Value, minus any outstanding Policy Loans, being less
than zero, a 61-day "grace period" will begin. The Policy will remain in effect
during the grace period, but if the insured dies during the grace period, any
Death Proceeds due will be reduced by the amount of any overdue monthly
deduction.
 
We will mail a notice to you and any assignee on our records, informing you of
when the grace period will expire and the minimum amount of premium payment
that must be paid prior to the end of the grace period in order to prevent the
Policy from lapsing. If no such payment has been received in our Processing
Office prior to the expiration of the grace period, then the Policy will lapse
and have no value.
 
A lapsed Policy can be reinstated during the insured's lifetime if all of the
following conditions are met:
 
  (a) The Policy lapsed because the grace period ended without the required
payment having been made.
 
  (b) The Policy is reinstated within three years of the end of the grace
period.
 
  (c) The Policy has not been surrendered.
 
  (d) We receive from you evidence that the insured is insurable by our
standards.
 
  (e) You pay, at time of reinstatement, premiums sufficient to keep the Policy
in effect for at least two months.
 
  (f) You pay any insurance charges not paid during the grace period.
 
  (g) We approve the reinstatement in accordance with our established
guidelines for reinstatement.
 
Reinstatement of a lapsed Policy will become effective on the date it is
approved by us. The Account Value on the effective date of reinstatement will
be whatever the premium paid at such time will provide. Cost of insurance
charges subsequent to a reinstatement will be based upon the insured's premium
class as of the reinstatement rather than his or her premium class when the
Policy was initially issued.
 
                    AMERICAN LIFE AND SEPARATE ACCOUNT NO. 3
 
AMERICAN LIFE
 
American Life was organized under the laws of the State of New York in 1955 and
currently is authorized to transact business in 50 states, the District of
Columbia and the United States Virgin Islands. It is an indirect wholly-owned
subsidiary of Mutual of America, a mutual life insurance company also organized
under New York law. American Life's home office is located at 320 Park Avenue,
New York, New York 10022.
 
American Life engages in the sale of individual and group life insurance, group
disability, individual annuities and pension plans. American Life invests the
assets it derives from its business in the manner permitted under applicable
state law. As of December 31, 1995, it had total assets of approximately $1.3
billion.
 
American Life's operations as a life insurance company are reviewed
periodically by various independent rating agencies such as A.M. Best &
Company, Standard & Poor's Corporation and Duff & Phelps Credit Rating Company.
Such agencies publish their ratings. From time to time American Life obtains
reprints and distributes these rating reports in whole or in part or summaries
of them to be given to the public. The ratings concern American Life's
operations as a life insurance company and do not imply any guarantees of
performance of the Separate Account.
 
 
                                       18
<PAGE>
 
THE SEPARATE ACCOUNT
 
The Separate Account was established pursuant to a resolution adopted by
American Life's Board of Directors on February 23, 1993. The Separate Account
is registered with the Securities and Exchange Commission ("Commission") as a
unit investment trust under the 1940 Act. Registration with the Commission does
not involve supervision by the Commission of management or investment practices
or policies of the Separate Account or American Life.
 
The Separate Account is divided into sixteen distinct sub-accounts (the
"Investment Funds"), each of which invests in the shares of a single Underlying
Fund Portfolio. The assets of each Investment Fund are the property of American
Life. The Separate Account assets attributable to the Policies and to any other
life insurance policies funded by the Separate Account are not chargeable with
liabilities arising out of any other business American Life may conduct. The
income, capital gains and capital losses of each Investment Fund are credited
to or charged against the net assets held in that Investment Fund, without
regard to the income, capital gains and capital losses arising out of the
business conducted by any other Investment Fund or out of any other business
that American Life may conduct.
 
American Life does not guarantee the investment performance of the Separate
Account as a whole or of any of the Investment Funds. Your Account Value with
respect to the Investment Accounts will depend upon the value of the assets
held in the Investment Fund(s) you select. Accordingly, you bear the full
investment risk for all amounts allocated to the Separate Account.
 
The Separate Account and American Life are subject to supervision and
regulation by the Superintendent of Insurance of the State of New York, and by
the insurance regulatory authorities of each State in which American Life is
licensed to do business.
 
                           FEDERAL TAX CONSIDERATIONS
 
The following summary provides a general description of the Federal income tax
considerations associated with the Policies and does not purport to be complete
or to cover all situations. Special tax rules may be applicable to certain
purchase situations not discussed in this Prospectus. A detailed description of
the Federal income tax consequences related to the purchase of the Policies
cannot be made in this Prospectus. In addition, no attempt is made here to
consider any applicable state or other tax laws. This discussion of Federal tax
considerations is based upon American Life's understanding of current Federal
income tax laws as they are currently interpreted and is not intended as tax
advice. No representation is made concerning the likelihood of continuation of
the present Federal income tax laws or of the current interpretations of those
laws by the Internal Revenue Service ("IRS").
 
WE DO NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY POLICY OR ANY
TRANSACTION INVOLVING THE POLICIES. FOR DETAILED INFORMATION AND ADVICE
REGARDING THE TAX CONSEQUENCES TO YOU OF PURCHASING A POLICY OR OF EFFECTING
ANY TRANSACTION UNDER THE POLICIES, COUNSEL OR OTHER QUALIFIED TAX ADVISERS
SHOULD BE CONSULTED.
 
TAX STATUS OF THE POLICIES
 
Section 7702 of the Code defines "insurance contract" for Federal tax purposes.
The Secretary of the Treasury (the "Treasury") is authorized to prescribe
regulations implementing Section 7702. However, while proposed regulations and
other interim guidance have been issued, final regulations have not been
adopted and guidance concerning how Section 7702 is to be applied is limited.
If a Policy were determined not to be a life insurance contract for purposes of
Section 7702, that Policy would not provide the tax advantages normally
provided by a life insurance policy.
 
Based primarily upon IRS Notice 88-128 and the proposed mortality charge
regulations under Section 7702 issued on July 5, 1991, American Life believes
that a Policy issued on the basis of a standard premium class should meet the
Section 7702 definition of a life insurance contract. There is less guidance,
however, concerning whether a Policy issued on a substandard basis (i.e., a
premium class involving higher than standard mortality risk) meets the Section
7702 definition of life insurance contract. Thus, it is not clear whether or
not such a Policy would meet that definition, particularly if the Policyowner
pays the full amount of premiums permitted under the Policy.
 
If it is subsequently determined that a Policy does not satisfy Section 7702,
American Life may take whatever steps are appropriate and reasonable to attempt
to cause that Policy to comply with Section 7702. For that reason, American
 
                                       19
<PAGE>
 
Life reserves the right to restrict Policy transactions as necessary to attempt
to qualify the Policy as a life insurance contract under Section 7702.
 
Section 817(h) of the Code requires that the investments of the Separate
Account be "adequately diversified" in accordance with Treasury regulations in
order for the Policy to qualify as a life insurance contract under Section 7702
of the Code. The Separate Account, through the Underlying Fund Portfolios,
intends to comply with the diversification requirements prescribed in Treasury
Regulation Section 1.817-5. American Life believes that the Separate Account
will thus meet the diversification requirement, and American Life will monitor
continued compliance with the requirement.
 
The Treasury has announced that the diversification regulations do not provide
guidance concerning the issue of the number of investment options and switches
among such options a Policyowner may have before being considered to have
investment control and thus to be the owner of the related assets in the
Separate Account. It is not clear whether additional guidance in this regard
will be provided or whether it will be applied solely on a prospective basis.
It is possible that if additional guidance on this issue is promulgated, the
Policy may need to be modified to comply with that guidance. Accordingly,
American Life reserves the right to modify the Policy as necessary to attempt
to prevent the Policyowner from being considered the owner of the assets of the
Separate Account or otherwise to qualify the Policy for favorable tax
treatment.
 
The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.
 
TAX TREATMENT OF POLICY BENEFITS
 
In General. American Life believes that the Proceeds and Account Value
increases of a Policy should be treated in a manner consistent with a fixed-
benefit life insurance policy for Federal income tax purposes. Thus, the death
benefit under the Policy should be excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code.
 
Depending on the circumstances, the exchange of a Policy, a change in the
Policy's Basic Death Benefit option, a Policy Loan, a partial withdrawal, a
surrender, a change in ownership, a change of insured, the payment of an
Accelerated Benefit or an assignment of the Policy may have Federal income tax
consequences. In addition, Federal, state and local transfer and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Policyowner or beneficiary.
 
Generally, the Policyowner will not be deemed to be in constructive receipt of
the Account Value, including increments thereof, until there is a distribution.
The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a "Modified Endowment
Contract", discussed below. Upon a complete surrender or lapse of a Policy or
when benefits are paid at the Maturity Date, if the amount received plus the
amount of indebtedness exceeds the total investment in the Policy, the excess
will generally be treated as ordinary income subject to tax, regardless of
whether the Policy is considered to be a Modified Endowment Contract.
 
Distributions from Policies Not Classified as Modified Endowment Contracts. A
distribution from a Policy that is not a Modified Endowment Contract is
generally treated as a tax-free recovery by the Policyowner of the investment
in the Policy (described below) to the extent of that investment in the Policy,
and as a distribution of taxable income only to the extent the distribution
exceeds the investment in the Policy. An exception to this general rule occurs
in the case of a decrease in the Policy's death benefit or any other change
that reduces benefits under the Policy in the first 15 years after the Policy
is issued and that results in a cash distribution to the Policyowner in order
for the Policy to continue complying with the Section 7702 definitional limits.
Such a cash distribution will be taxed in whole or in part as ordinary income
(to the extent of any gain in the Policy) under rules prescribed in Section
7702.
 
Loans from, or secured by, a Policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the Policyowner.
 
Finally, neither distributions (including distributions upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment Contract
are subject to the 10 percent additional tax applicable to certain
distributions received or loans taken from a Policy that is a Modified
Endowment Contract.
 
Modified Endowment Contracts. Section 7702A of the Code establishes a class of
life insurance contracts designated as Modified Endowment Contracts. Policies
are considered to be Modified Endowment Contracts if they fail the "seven
 
                                       20
<PAGE>
 
pay test" described below. That test is failed if the cumulative amount of
premiums paid under a Policy at any time during its first seven years (or seven
years from the date of a material change to the Policy) exceeds a certain level
in relation to the then current death benefit.
 
In general, a Policy will be a Modified Endowment Contract if the accumulated
premiums paid at any time during the first seven policy years exceed the sum of
the net level premiums which would have been paid on or before that time if the
Policy provided for paid-up future benefits after the payment of seven level
annual premiums (the "seven pay test"). The determination of whether a Policy
will be a Modified Endowment Contract after a material change generally depends
upon the relationship of the death benefit and Account Value at the time of
that change and the additional premiums paid in the seven years following the
material change. If the death benefit under a Policy is reduced by a decrease
in the Face Amount or a partial withdrawal during either the first seven years
after Policy issuance or a material change to the Policy, the seven-pay test
will be recalculated as though the new death benefit had applied since the
Policy was issued or materially changed. Due to the Policy's payment
flexibility, classification as a Modified Endowment Contract will depend on the
individual circumstances of each Policy.
 
If a premium is credited that would cause a Policy to become a Modified
Endowment Contract, American Life will notify the Policyowner that unless a
refund of the excess premium is requested by the Policyowner, the Policy will
become a Modified Endowment Contract. The notification will provide
instructions and time requirements for making the request.
 
The rules relating to whether a Policy will be treated as a Modified Endowment
Contract are extremely complex and cannot be described adequately in this
summary. Therefore, a current or prospective Policyowner should consult with a
competent advisor to determine whether a particular transaction will cause the
Policy to be treated as a Modified Endowment Contract.
 
Distributions from Policies Classified as Modified Endowment
Contracts. Policies classified as Modified Endowment Contracts will be subject
to the following tax rules: First, all distributions from such a Policy,
including distributions upon surrender and partial withdrawals and
distributions within two years before the Policy became a Modified Endowment
Contract, are treated as ordinary income subject to tax up to the amount equal
to the excess (if any) of the Account Value immediately before the distribution
over the investment in the Policy (described below) at that time. Second, loans
taken from or secured by such a Policy are treated as distributions from the
Policy and taxed accordingly. Past due loan interest that is added to the loan
amount is treated as a loan. Third, a 10 percent additional income tax is
imposed on the portion of any distribution from, or loan taken from or secured
by, such a Policy that is included in income except where the distribution or
loan is made on or after the Policyowner attains age 59 1/2, is attributable to
the Policyowner's becoming disabled, or is part of a series of substantially
equal periodic payments for the life (or life expectancy) of the Policyowner or
the joint lives (or joint life expectancies) of the Policyowner and the
Policyowner's beneficiary. All Modified Endowment Contracts that are issued by
American Life (or its affiliates) to the same Policyowner during any calendar
year are treated as one Modified Endowment Contract for purposes of determining
the amount includable in the Policyowner's gross income under Section 72(e) of
the Code.
 
Policy Loan Interest. Generally, personal interest paid on any loan under a
Policy which is owned by an individual is not deductible. In addition, interest
on any loan under a Policy owned by a taxpayer and covering the life of any
individual who is an officer or employee of, or is financially interested in
the business carried on by, that taxpayer will not be tax deductible to the
extent the aggregate amount of the loans with respect to contracts covering
that individual exceeds $50,000. The deduction of interest on Policy Loans may
also be subject to other restrictions under Section 264 of the Code.
 
Investment in the Policy. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which has been excluded from gross
income of the Policyowner (except that the amount of any loan from, or secured
by, a Policy that is a Modified Endowment Contract, to the extent that the
amount has been included in the gross income of the Policyowner).
 
Estate Taxes. The Death Proceeds payable under the Policy are includable in the
insured's gross estate for federal estate tax purposes if the Death Proceeds
are paid to the insured's estate or if the Death Proceeds are paid to a
beneficiary other than the estate and the insured either possessed incidents of
ownership in the Policy at the time of death or transferred incidents of
ownership in the Policy to another person within three years of death.
 
 
                                       21
<PAGE>
 
Whether or not any federal estate tax is payable with respect to Death Proceeds
that may be included in an insured's gross estate depends on a variety of
factors, including the following. A smaller size estate may be exempt from
federal estate tax because of a current estate tax credit which generally is
equivalent to an exemption of $600,000. In addition, Death Proceeds paid to a
surviving spouse may not be taxable because of a 100% estate tax marital
deduction. Furthermore, Death Proceeds paid to a tax-exempt charity may not be
taxable because of the allowance of an estate tax charitable deduction.
 
If the Policyowner is not the insured, and the Policyowner dies before the
insured, the value of the Policy, as determined under Internal Revenue Service
regulations, is includable in the federal gross estate of the Policyowner for
federal estate tax purposes. Whether a federal estate tax is payable depends on
a variety of factors, including those listed in the preceding paragraph.
 
AMERICAN LIFE'S TAXES
 
At the present time, American Life makes no charge to the Separate Account or
otherwise for any Federal, state or local taxes that American Life incurs that
may be attributable to the Separate Account or to the Policies. American Life
reserves the right to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
Because American Life is the legal owner of the shares of the Underlying Funds
in which the Separate Account invests, American Life has the right to vote on
all matters submitted to a vote of shareholders of the Underlying Funds or any
Underlying Fund Portfolio. However, based upon its interpretation of applicable
law and so long as the Securities and Exchange Commission continues to
interpret the 1940 Act as requiring pass-through voting privileges, American
Life will vote Underlying Fund shares held in the Investment Funds in
accordance with instructions received from Policyowners with Account Values
allocated to those Investment Funds. Other insurance companies with separate
accounts that purchase shares of Underlying Fund Portfolios also will give
their policyholders the right to vote on matters submitted to that Underlying
Fund or Underlying Fund Portfolio.
 
Underlying Fund Portfolio shares held in each Investment Fund for which no
timely instructions are received from Policyowners, including shares not
attributable to Policies, will be voted by American Life in the same proportion
as those shares in that Investment Fund for which instructions are received. If
applicable securities laws (or present interpretations thereof) change in a way
that would permit American Life to vote in its own right the shares of
Underlying Funds held in the Separate Account, it may elect to do so.
 
The number of Underlying Fund shares for which voting instructions may be given
(including fractional shares) will be determined by American Life as of a date
set by the Underlying Fund, which will be not more than 90 days prior to any
meeting of Underlying Fund shareholders. The number of shares for which
instructions may be given by a Policyowner is determined by dividing the
portion of the Policyowner's Account Value allocated to the Investment Fund by
the value of one share of the Underlying Fund Portfolio held by that Investment
Fund.
 
American Life may, if required by state insurance officials, disregard voting
instructions that would require shares to be voted to cause a change in the
sub-classification or investment policies of an Underlying Fund Portfolio, or
to approve or disapprove an investment management contract for an Underlying
Fund Portfolio. In addition, American Life may disregard voting instructions
that would require changes in the investment policies or investment adviser of
an Underlying Fund Portfolio, provided that American Life reasonably
disapproves such changes in accordance with applicable federal regulations. If
American Life disregards any voting instructions, it will advise Policyowners
of that action, and its reasons therefor, in its next communication to
Policyowners.
 
TRANSFERS, WITHDRAWALS AND REALLOCATIONS BY TELEPHONE
 
Requests by Policyowners for transfers among Investment Alternatives or
withdrawals, or changes in the formula for allocation of premiums may be made
by telephone in lieu of Written Requests. Requests by telephone, however, may
be made only if a Policyowner has received a Personal Identification Number,
which American Life provides automatically, and agreed to use it in accordance
with the applicable rules and requirements. Thereafter, the Policyowner may
contact
 
                                       22
<PAGE>
 
American Life by telephone (800-872-5963) and request the desired transaction
or change. Transfers requested by telephone will go into effect on the date on
which the request is made, if received by 4 P.M. Eastern Standard Time (or
Daylight Savings Time, as applicable), at the next calculated price. American
Life reserves the right to suspend or terminate the right to request transfers,
withdrawals or reallocations by telephone at any time. Although failure to
follow reasonable procedures may result in American Life's liability for losses
due to unauthorized or fraudulent telephone transfers, it will not be liable
for following instructions communicated by telephone that it reasonably
believes to be genuine. American Life will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. Those
procedures shall include confirming certain information, tape recording all
telephone transactions and providing written confirmation thereof.
 
DOLLAR COST AVERAGING
 
We offer a Dollar Cost Averaging program that allows you to preauthorize
automatic monthly transfers of a specified percentage or dollar amount from the
General Account to any of the Investment Funds. Each transfer under the Dollar
Cost Averaging program must be at least $100, and at least 12 transfers must be
scheduled. We may discontinue the program at any time. Your participation in
the Dollar Cost Averaging program will automatically cease if the amount in the
General Account (minus any outstanding Policy Loans) is insufficient to support
the next scheduled transfer, and you may request termination of participation
at any time by request to our Processing Office.
 
Dollar cost averaging generally reduces the risk of purchasing at the top of a
market cycle by reducing the average cost of purchasing Underlying Fund
Portfolio shares through the Investment Funds of the Separate Account to less
than the average price of the shares on the same purchase dates. This effect
occurs because greater numbers of shares are purchased when the share prices
are lower than when prices are higher. Dollar cost averaging does not assure
you of a profit, nor does it protect against losses in a declining market.
 
NOTICES AND REPORTS TO POLICYOWNERS
 
Within 30 days after each calendar quarter, American Life will send you a
statement showing, among other things, your Account Value, premiums received,
charges incurred and information concerning any Policy Loans. You will be sent
a confirmation statement within five business days after any transaction
involving purchase, sale or transfer of Accumulation Units of Investment
Accounts, except that you will receive quarterly summaries of such transactions
under a Payroll Deduction Program, sent within five business days after the end
of the quarter. Approximately 20 days prior to the date of a scheduled premium,
you will be sent a notice of the amount and due date of that scheduled premium,
except that no notices will be sent for scheduled premiums payable under a
Payroll Deduction Program or pursuant to a preauthorization of withdrawals from
your bank or other account. You also will be sent an annual and semi-annual
report for the Separate Account and each Underlying Fund Portfolio, which will
include a list of the securities held in each Portfolio as required by the 1940
Act.
 
DISTRIBUTION OF THE POLICIES
 
Mutual of America, a registered broker-dealer and a member of the National
Association of Securities Dealers, Inc., acts as the principal underwriter and
distributor of the Policies. The Policies are offered continuously without a
sales charge through employees of American Life and certain employees of Mutual
of America. Such employees are salaried employees of American Life or Mutual of
America and do not receive commissions for sales of the Policies. All persons
engaged in selling the Policies are licensed agents of American Life and are
duly qualified registered representatives of Mutual of America. American Life
has entered into a Distribution and Administration Agreement with Mutual of
America. Under this agreement, American Life pays Mutual of America the cost to
Mutual of America of its performance of services for American Life. Because the
Policies have no sales load, the costs of distribution will necessarily be paid
out of the profits of American Life, including any profits from the Policies'
mortality and expense risks charges.
 
PROCEEDS PAYMENT OPTIONS
 
Unless otherwise specified in your Policy, Proceeds will be paid in one lump
sum. If all or part of any Maturity Proceeds or Death Proceeds are paid in a
lump sum, payment will include interest from the Maturity Date or the date of
death to the date of payment, credited at the rate then being credited for
amounts held at interest under the Interest Payments plan described below.
However, while the insured is living, you may choose, or change the choice of,
an optional payment plan for all or part of any Proceeds that may arise from
your Policy. After Proceeds are applied under any of the optional plans, the
payments will not be affected by the investment experience of any Investment
Fund.
 
 
                                       23
<PAGE>
 
If you do not arrange for a specific optional payment plan before the insured
dies, the beneficiary will have the right to choose an optional payment plan
for all or part of any Death Proceeds payable to the beneficiary. If you do
arrange for a specific choice, however, the beneficiary cannot change it after
the insured dies.
 
If you change a beneficiary, any optional payment plan chosen previously will
no longer be in effect unless you make a Written Request that it continue. A
choice or change of optional payment plan must be sent in writing to our
Processing Office. The amount of each payment made under a given optional
payment plan must be at least $100. Once payments have commenced under any of
these optional payment plans, the payment plan may not be changed.
 
THE PAYMENT PLANS AVAILABLE UNDER THE POLICY ARE:
 
Interest Payments. We will hold the Proceeds and pay interest to the payee at
an effective rate of at least 3% compounded yearly. Principal is paid after the
term of years specified at the time the interest payment plan is elected.
 
Life Payments. We will make equal monthly payments for a guaranteed minimum
period to a payee, who must be a natural person of whose date of birth we have
been provided written proof. If the payee lives longer than the minimum period,
payments will continue for the lifetime of the payee. The minimum period can be
either ten years or until the sum of the payments equals the amount of Proceeds
applied under this plan. If the payee dies before the end of the guaranteed
period, the amount of remaining guaranteed payments for the minimum period will
be discounted at an effective rate of 3% compounded yearly. The discounted
amounts will be paid in one lump sum to the payee's estate unless otherwise
provided.
 
Payments for a Fixed Period. We will make payments for a period of no more than
25 years in annual, semi-annual, quarterly or monthly installments. The
payments will include interest at an effective rate of at least 3% compounded
yearly. We may increase the effective annual rate of interest, and to the
extent and for the period we do so, the payments will be greater.
 
Payments of a Fixed Amount. We will make equal annual, semi-annual, quarterly
or monthly payments until all of the Proceeds have been paid. We will credit
the unpaid balance with interest at an effective rate of at least 3% compounded
yearly. The final payment under this option will be any balance equal to or
less than one fixed amount payment.
 
RESERVATION OF RIGHT TO MAKE CHANGES
 
Changes to Separate Account. Subject to applicable law, we reserve the right to
(a) add new Investment Funds to the Separate Account; (b) add a new separate
account; (c) remove Investment Funds from the Separate Account; (d) combine any
two or more Investment Funds; (e) combine any two or more separate accounts;
(f) transfer the assets we determine to be attributable to the class of
contracts to which this Policy belongs from one Investment Fund of the Separate
Account to another; (g) transfer the assets we determine to be attributable to
the class of contracts to which this Policy belongs to another separate
account; and (h) cause registration or deregistration of the Separate Account
under the Investment Company Act of 1940. In the event that a material change
in the underlying investments of the Separate Account results from our exercise
of these rights, we will advise you of the change.
 
Changes in Policy Cost Factors. Adjustments in policy cost factors (interest
credited, insurance deductions and administrative charges) will be by class and
based upon changes in future expectations for such elements as: investment
earnings, mortality, persistency, expenses, and taxes. Any change in policy
cost factors will be determined in accordance with procedures and standards on
file with the insurance regulator of the jurisdiction in which this Policy is
delivered. The frequency with which policy cost factors for in-force Policies
will be reviewed will be once every five Policy Years, or whenever the premiums
or factors for comparable new issues are changed. In no event, however, may the
guaranteed insurance rates and the Guaranteed Rate of Interest shown on the
Specification Pages of your Policy be changed to your detriment.
 
Deduction of Premium Taxes. We reserve the right to deduct state premium taxes
from premiums received. See "The Policies--Charges and Deductions--Premium
Taxes."
 
MISCELLANEOUS POLICY PROVISIONS
 
Limit on Right to Contest. The insurance issued under a Policy will not be
contestable after it has been in force during the insured's lifetime: (a) with
respect to the initial amount of insurance, for two years from the Issue Date;
(b) with respect to each increase in the amount of insurance requiring evidence
of insurability, for two years from the effective date for that increase; and
(c) with respect to any amount of insurance that is reinstated, for two years
from the effective
 
                                       24
<PAGE>
 
date of the reinstatement. A contest of a Face Amount increase or of a
reinstatement will be based only on the application for that increase or
reinstatement.
 
Suicide Exclusion. If the insured commits suicide within two years from the
Issue Date, we will pay no more than an amount equal to: (a) the sum of the
Account Value and any insurance charges; minus (b) the sum of any Policy Loans.
If there has been an increase in the Basic Death Benefit for which we had the
right to require or did require evidence of insurability (other than an
increase due solely to a change in the Basic Death Benefit plan) and if the
insured commits suicide within two years from the effective date of that
increase, then with respect to that increase we will pay no more than the
insurance charges deducted for that increase.
 
Misrepresentation or Misstatement of Age or Sex. If a misrepresentation is made
on the application for your Policy or if the age or sex of the insured is
misstated on your Policy Specifications Pages, then the Proceeds payable upon
proof of the death of the insured will be that which would have been purchased
by the most recent monthly deduction for the cost of insurance on the basis of
the correct age and sex or as adjusted for the misrepresentation.
 
Assignment. You must notify us in writing if you assign your Policy. No
assignment will be binding until it has been received and recorded at our
Processing Office. An assignment will not apply to any payment made before the
assignment was recorded. We will not be responsible for the validity of any
assignment.
 
Non-Participation. This is a non-participating policy, which means that it will
not share in our profits or surplus earnings through payment of dividends or
otherwise.
 
EXECUTIVE OFFICERS AND DIRECTORS
 
The name and position of each executive officer and director of American Life,
and his or her principal occupation during the past five years, are set forth
below. The business address of each person listed below is 320 Park Avenue, New
York, NY 10022.
 
<TABLE>
<CAPTION>
                    POSITIONS AND OFFICES WITH
      NAME                AMERICAN LIFE         PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
      ----         ---------------------------  -------------------------------------------
<S>                <C>                          <C>
Manfred Altstadt   Senior Executive Vice        Senior Executive Vice President and Chief
                   President and Chief          Financial Officer, Mutual of America, since
                   Financial Officer;           February 1992; prior thereto, Executive
                   Director                     Vice President and Chief Financial Officer

Patrick A. Burns   Senior Executive Vice        Senior Executive Vice President and General
                   President and General        Counsel, Mutual of America, since February
                   Counsel; Director            1994; prior thereto, Executive Vice
                                                President and General Counsel

Richard J. Ciecka  Director                     Director and Vice Chairman of the Board,
                                                Mutual of America, since March 1993; prior
                                                thereto, Partner, O'Keefe, Ashenden, Lyons
                                                & Ward, Attorneys at Law

William S. Conway  Executive Vice President;    Executive Vice President, Marketing, Mutual
                   Director                     of America

Rita Conyers       Executive Vice President;    Executive Vice President, Corporate
                   Director                     Communications and Executive Training,
                                                Mutual of America

William A. DeMilt  Executive Vice President     Executive Vice President and Treasurer,
                   and Treasurer; Director      Mutual of America, since February 1994;
                                                Senior Vice President and Treasurer,
                                                February 1992 - February 1994; prior
                                                thereto, Senior Vice President and
                                                Controller

James E. Flynn     Senior Vice President;       Senior Vice President, Field Operations,
                   Director                     Mutual of America, since 1993; prior
                                                thereto, Vice President, Mutual of America
</TABLE>
 
                                       25
<PAGE>
 
<TABLE>
<CAPTION>
                      POSITIONS AND OFFICES WITH
       NAME                 AMERICAN LIFE         PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
       ----          ---------------------------  -------------------------------------------
<S>                  <C>                          <C>
Thomas E. Gilliam    Executive Vice President;    Executive Vice President and Assistant to
                     Director                     the Vice Chairman, Mutual of America, since
                                                  October 1995; Executive Vice President,
                                                  Technical Operations, Mutual of America,
                                                  from February 1992 to October 1995; prior
                                                  thereto, Senior Vice President, Technical
                                                  Operations
Theodore L. Herman   Vice Chairman; Director      Vice Chairman, American Life, since
                                                  February 1992; prior thereto, President,
                                                  American Life
Stephanie J. Kopp    Executive Vice President     Executive Vice President and Corporate
                     and Secretary; Director      Secretary, Mutual of America
Howard Lichtenstein  President and Chief          President and Chief Operating Officer,
                     Operating Officer; Director  American Life, since February 1992; prior
                                                  thereto, Executive Vice President, Mutual
                                                  of America
Thomas J. Moran      Chairman of the Board and    Chief Executive Officer, Mutual of America,
                     Chief Executive Officer;     since October 1994; President and Director,
                     Director                     Mutual of America, since February 1992;
                                                  prior thereto, Executive Vice President,
                                                  Marketing
William Rose         Senior Vice President,       Senior Vice President, Individual Markets,
                     Individual Markets           American Life, since October 1993; prior
                                                  thereto, Senior Field Vice President,
                                                  Houston Office
Marc Slutzky         Senior Vice President and    Senior Vice President and Corporate
                     Corporate Actuary            Actuary, American Life, since September
                                                  1994; Consulting Actuary, Tillinghast, a
                                                  Towers Perrin Company, from March 1993 to
                                                  September 1994; prior thereto, Vice
                                                  President and Actuary, The Equitable Life
                                                  Assurance Society of the United States
Edward Wenzel        Senior Vice President,       Senior Vice President, Corporate Markets,
                     Corporate Markets            American Life, since February 1993; prior
                                                  thereto, Senior Field Vice President,
                                                  Dallas Office
Paul R. Zwilling     Executive Vice President     Executive Vice President and Chief Actuary,
                     and Chief Actuary; Director  Mutual of America, since February 1992;
                                                  prior thereto, Senior Vice President and
                                                  Chief Actuary and Deputy to Executive Vice
                                                  President and Chief Financial Officer
</TABLE>
 
LEGAL PROCEEDINGS
 
American Life is engaged in litigation of various kinds which in its judgment
is not of material importance in relation to its total assets. There are no
legal proceedings pending to which the Separate Account is a party.
 
LEGAL MATTERS
 
All matters of applicable state law pertaining to the Policies, including
American Life's right to issue the Policies thereunder, have been passed upon
by Patrick A. Burns, Senior Executive Vice President and General Counsel of
American Life. Certain legal matters relating to the Federal securities laws
also have been passed upon Jones & Blouch L.L.P., Washington, D.C.
 
EXPERTS
 
The December 31, 1995 financial statements included in this prospectus have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
 
ADDITIONAL INFORMATION
 
A registration statement under the Securities Act of 1933 has been filed with
the Securities and Exchange Commission relating to the offering described in
this Prospectus. This Prospectus does not include all the information set forth
in that registration statement. The omitted information may be obtained at the
principal office of the Securities and Exchange Commission in Washington, D.C.
upon payment of the prescribed fee.
 
For further information you may also contact our Processing Office, the address
and telephone number of which are on the cover page of this Prospectus.
 
                                       26
<PAGE>
 
                              POLICY ILLUSTRATIONS
 
The following tables have been prepared to help show how Account Value and
Death Proceeds under the Policy change with investment performance for both a
Face Amount Plan and a Face Amount Plus Plan and for both gender based cost of
insurance rates applicable to standard Policies and unisex cost of insurance
rates applicable to Policies with a Payroll Deduction Rider. The tables assume
that Account Value is allocated equally among the Investment Funds, with no
values allocated to the General Account. The tables illustrate how Account
Value, which reflects all applicable charges and deductions, and Death Proceeds
of a Policy issued on an insured of a specified age would vary over time if the
investment return on the assets of each Underlying Fund Portfolio was a
uniform, gross (i.e., before taking into consideration fees or expenses
incurred by each Underlying Fund Portfolio, other than transaction expenses
such as brokerage commissions), after-tax, annual rate of 0%, 6% or 12%. The
Account Value and Death Proceeds would be different from those shown if the
returns averaged 0%, 6% or 12%, but fluctuated over and under those averages
throughout the years.
 
The charges reflected in the tables using current cost of insurance charges
include those for monthly deductions for administration ($2 per month) and cost
of insurance, and daily charges for mortality and expense risks (0.85% on an
annual basis) and administration (0.40%), except that an administration fee of
0.20% is shown for the TCI Growth Fund (because of the reimbursement agreement
described above). The charges reflected in the tables using guaranteed cost of
insurance charges include maximum monthly deductions for administration ($10
per month) and cost of insurance, daily charges for mortality and expense risks
(0.85% on an annual basis) and the maximum administration fee (0.65%), except
that an administration fee of 0.45% is shown for the TCI Growth Fund. A simple
average of the investment management fees and other expenses of the available
Underlying Fund Portfolios is reflected in all the tables. That average total
expense figure is .62%, based upon the 1995 expense ratios of the available
Underlying Fund Portfolios. See "The Policies--Charges and Deductions--Fees and
Expenses of Underlying Funds." The expenses of the Underlying Fund Portfolios
may fluctuate from year to year, but are assumed to remain constant for
purposes of these tables.
 
The tables assume that the insured is a standard risk (non-smoker), that
scheduled premiums of the amounts specified are paid on the Policy Anniversary
and that no transfers, partial withdrawals, Policy Loans, change in Basic Death
Benefit plan or changes in Face Amount have been made. The tables reflect the
fact that no charges for federal, state or local taxes are currently made
against the Separate Account. If such a charge is made in the future, it would
take a higher gross rate of return to produce after-tax returns of 0%, 6% and
12% than it does now. The tables show Account Values and Death Proceeds using
current cost of insurance rates and using the maximum cost of insurance rates
(based on the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality
Tables).
 
Upon request, American Life will furnish a comparable illustration based on the
proposed insured's age, sex (unless unisex rates are applicable) and premium
class and the Basic Death Benefit plan, Face Amount and scheduled premium
requested.
 
                                       27
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 35                                           FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $100,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- ------------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- ------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%      6%      12%
  ----                   -------------- -------- -------- -------- ------- ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>     <C>
 1......................    $  1,365    $100,000 $100,000 $100,000 $ 1,088 $ 1,159 $  1,231
 2......................       2,798     100,000  100,000  100,000   2,147   2,358    2,578
 3......................       4,303     100,000  100,000  100,000   3,175   3,595    4,051
 4......................       5,883     100,000  100,000  100,000   4,174   4,874    5,664
 5......................       7,542     100,000  100,000  100,000   5,146   6,197    7,433
 6......................       9,285     100,000  100,000  100,000   6,090   7,566    9,373
 7......................      11,114     100,000  100,000  100,000   7,007   8,984   11,503
 8......................      13,035     100,000  100,000  100,000   7,898  10,453   13,844
 9......................      15,051     100,000  100,000  100,000   8,764  11,976   16,418
10......................      17,169     100,000  100,000  100,000   9,595  13,544   19,240
11......................      19,392     100,000  100,000  100,000  10,370  15,140   22,316
12......................      21,727     100,000  100,000  100,000  11,112  16,787   25,696
13......................      24,178     100,000  100,000  100,000  11,821  18,488   29,414
14......................      26,752     100,000  100,000  100,000  12,489  20,237   33,498
15......................      29,455     100,000  100,000  100,000  13,127  22,046   37,998
16......................      32,292     100,000  100,000  100,000  13,725  23,910   42,954
17......................      35,272     100,000  100,000  100,000  14,263  25,814   48,404
18......................      38,401     100,000  100,000  100,000  14,764  27,781   54,421
19......................      41,686     100,000  100,000  100,170  15,248  29,833   61,079
20......................      45,135     100,000  100,000  107,444  15,716  31,973   68,436
30 (age 65).............      90,689     100,000  100,000  239,206  16,822  57,395  196,070
35 (age 70).............     123,287     100,000  100,000  371,826  13,262  73,736  320,540
40 (age 75).............     164,892     100,000  101,389  555,377   4,165  94,756  519,044
</TABLE>
- -------
(1) Assumes a $1,300 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      28
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 35                                           FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $100,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- ------------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- ------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%      6%      12%
  ----                   -------------- -------- -------- -------- ------- ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>     <C>
 1......................    $  1,365    $100,000 $100,000 $100,000 $ 1,050 $ 1,120 $  1,191
 2......................       2,798     100,000  100,000  100,000   2,058   2,234    2,477
 3......................       4,303     100,000  100,000  100,000   3,015   3,419    3,856
 4......................       5,883     100,000  100,000  100,000   3,933   4,598    5,348
 5......................       7,542     100,000  100,000  100,000   4,803   5,791    6,951
 6......................       9,285     100,000  100,000  100,000   5,626   6,999    8,678
 7......................      11,114     100,000  100,000  100,000   6,404   8,222   10,539
 8......................      13,035     100,000  100,000  100,000   7,127   9,452   12,539
 9......................      15,051     100,000  100,000  100,000   7,798  10,688   14,711
10......................      17,169     100,000  100,000  100,000   8,429  11,943   17,086
11......................      19,392     100,000  100,000  100,000   9,011  13,219   19,676
12......................      21,727     100,000  100,000  100,000   9,535  14,509   22,496
13......................      24,178     100,000  100,000  100,000  10,014  15,825   25,582
14......................      26,752     100,000  100,000  100,000  10,438  17,158   28,954
15......................      29,455     100,000  100,000  100,000  10,809  18,511   32,647
16......................      32,292     100,000  100,000  100,000  11,129  19,887   36,699
17......................      35,272     100,000  100,000  100,000  11,390  21,277   41,143
18......................      38,401     100,000  100,000  100,000  11,583  22,675   46,020
19......................      41,686     100,000  100,000  100,000  11,700  24,074   51,379
20......................      45,135     100,000  100,000  100,000  11,742  25,475   57,281
30 (age 65).............      90,689     100,000  100,000  194,052   6,403  38,732  159,059
35 (age 70).............     123,287           0  100,000  296,279       0  43,290  255,413
40 (age 75).............     164,892           0  100,000  434,504       0  43,589  406,079
</TABLE>
- -------
(1) Assumes a $1,300 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      29
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                         WITH PAYROLL DEDUCTION RIDER
 
MALE/FEMALE ISSUE AGE 35                                    FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $100,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- ------------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- ------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%      6%      12%
  ----                   -------------- -------- -------- -------- ------- ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>     <C>
 1......................    $  1,313    $100,000 $100,000 $100,000 $ 1,051 $ 1,120 $  1,189
 2......................       2,691     100,000  100,000  100,000   2,074   2,277    2,489
 3......................       4,138     100,000  100,000  100,000   3,077   3,482    3,922
 4......................       5,657     100,000  100,000  100,000   4,052   4,728    5,490
 5......................       7,252     100,000  100,000  100,000   4,998   6,015    7,209
 6......................       8,928     100,000  100,000  100,000   5,918   7,347    9,094
 7......................      10,686     100,000  100,000  100,000   6,811   8,726   11,163
 8......................      12,533     100,000  100,000  100,000   7,678  10,153   13,436
 9......................      14,472     100,000  100,000  100,000   8,521  11,632   15,933
10......................      16,508     100,000  100,000  100,000   9,327  13,155   18,670
11......................      18,646     100,000  100,000  100,000  10,089  14,713   21,661
12......................      20,891     100,000  100,000  100,000  10,818  16,319   24,946
13......................      23,248     100,000  100,000  100,000  11,514  17,977   28,557
14......................      25,723     100,000  100,000  100,000  12,169  19,680   32,522
15......................      28,322     100,000  100,000  100,000  12,803  21,450   36,896
16......................      31,050     100,000  100,000  100,000  13,397  23,272   41,710
17......................      33,915     100,000  100,000  100,000  13,932  25,132   46,999
18......................      36,924     100,000  100,000  100,000  14,438  27,059   52,840
19......................      40,082     100,000  100,000  100,000  14,928  29,068   59,301
20......................      43,399     100,000  100,000  104,318  15,401  31,162   66,445
30 (age 65).............      87,201     100,000  100,000  232,668  16,843  56,072  190,711
35 (age 70).............     118,545     100,000  100,000  362,191  13,884  72,061  312,234
40 (age 75).............     158,550     100,000  100,000  541,777   6,049  92,382  506,334
</TABLE>
- -------
(1) Assumes a $1,250 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      30
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                         WITH PAYROLL DEDUCTION RIDER
 
MALE/FEMALE ISSUE AGE 35                                    FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $100,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- -----------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- -----------------------
  YEAR                      PER YEAR       0%       6%      12%      0%     6%      12%
  ----                   -------------- -------- -------- -------- ------ ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>    <C>     <C>
 1......................    $  1,313    $100,000 $100,000 $100,000 $1,001 $ 1,069 $  1,136
 2......................       2,691     100,000  100,000  100,000  1,963   2,159    2,363
 3......................       4,138     100,000  100,000  100,000  2,885   3,271    3,689
 4......................       5,657     100,000  100,000  100,000  3,758   4,394    5,111
 5......................       7,252     100,000  100,000  100,000  4,584   5,529    6,639
 6......................       8,928     100,000  100,000  100,000  5,365   6,677    8,282
 7......................      10,686     100,000  100,000  100,000  6,101   7,839   10,053
 8......................      12,533     100,000  100,000  100,000  6,795   9,015   11,963
 9......................      14,472     100,000  100,000  100,000  7,437  10,196   14,031
10......................      16,508     100,000  100,000  100,000  8,040  11,395   16,291
11......................      18,646     100,000  100,000  100,000  8,594  12,606   18,754
12......................      20,891     100,000  100,000  100,000  9,102  13,837   21,442
13......................      23,248     100,000  100,000  100,000  9,564  15,092   24,381
14......................      25,723     100,000  100,000  100,000  9,972  16,361   27,591
15......................      28,322     100,000  100,000  100,000 10,327  17,646   31,102
16......................      31,050     100,000  100,000  100,000 10,631  18,949   34,950
17......................      33,915     100,000  100,000  100,000 10,875  20,263   39,168
18......................      36,924     100,000  100,000  100,000 11,061  21,589   43,799
19......................      40,082     100,000  100,000  100,000 11,180  22,921   48,888
20......................      43,399     100,000  100,000  100,000 11,223  24,251   54,485
30 (age 65).............      87,201     100,000  100,000  185,188  6,619  37,068  151,793
35 (age 70).............     118,545           0  100,000  283,493      0  41,644  244,391
40 (age 75).............     158,550           0  100,000  416,840      0  42,456  389,570
</TABLE>
- -------
(1) Assumes a $1,250 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      31
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 35                                          FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $100,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                             DEATH BENEFIT            ACCOUNT VALUE
                                        ----------------------- -------------------------
                                         ASSUMING HYPOTHETICAL    ASSUMING HYPOTHETICAL
                            PREMIUMS    GROSS ANNUAL INVESTMENT  GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED          RETURN OF                RETURN OF
 POLICY                  AT 5% INTEREST ----------------------- -------------------------
  YEAR                      PER YEAR      0%      6%      12%     0%       6%      12%
  ----                   -------------- ------- ------- ------- ------- -------- --------
<S>                      <C>            <C>     <C>     <C>     <C>     <C>      <C>
 1......................    $ 2,205     101,863 101,982 102,101   1,863    1,982    2,101
 2......................      4,520     103,687 104,042 104,412   3,687    4,042    4,412
 3......................      6,951     105,465 106,175 106,944   5,465    6,175    6,944
 4......................      9,504     107,198 108,384 109,719   7,198    8,384    9,719
 5......................     12,184     108,887 110,671 112,764   8,887   10,671   12,764
 6......................     14,998     110,532 113,041 116,104  10,532   13,041   16,104
 7......................     17,953     112,134 115,497 119,770  12,134   15,497   19,770
 8......................     21,056     113,695 118,041 123,794  13,695   18,041   23,794
 9......................     24,314     115,214 120,679 128,214  15,214   20,679   28,214
10......................     27,734     116,682 123,401 133,055  16,682   23,401   33,055
11......................     31,326     118,074 126,186 138,337  18,074   26,186   38,337
12......................     35,097     119,417 129,061 144,129  19,417   29,061   44,129
13......................     39,057     120,711 132,031 150,482  20,711   32,031   50,482
14......................     43,215     121,945 135,087 157,440  21,945   35,087   57,440
15......................     47,581     123,132 138,245 165,078  23,132   38,245   65,078
16......................     52,165     124,261 141,496 173,452  24,261   41,496   73,452
17......................     56,978     125,310 144,820 182,611  25,310   44,820   82,611
18......................     62,032     126,303 148,244 192,660  26,303   48,244   92,660
19......................     67,339     127,266 151,798 203,714  27,266   51,798  103,714
20......................     72,910     128,200 155,486 215,875  28,200   55,486  115,875
30 (age 65).............    146,498     132,741 197,177 424,940  32,741   97,177  324,940
35 (age 70).............    199,156     130,028 219,684 627,731  30,028  119,684  527,731
40 (age 75).............    266,364     121,768 240,584 948,625  21,768  140,584  848,625
</TABLE>
- -------
(1) Assumes a $2,100 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      32
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 35                                          FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $100,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- ------------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- ------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%      6%      12%
  ----                   -------------- -------- -------- -------- ------- ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>     <C>     
 1......................    $  2,205    $101,822 $101,940 $102,058 $ 1,822 $ 1,940 $  2,058
 2......................       4,520     103,578  103,925  104,287   3,578   3,925    4,287
 3......................       6,951     105,256  105,943  106,685   5,256   5,943    6,685
 4......................       9,504     106,871  108,005  109,283   6,871   8,005    9,283
 5......................      12,184     108,412  110,102  112,083   8,412  10,102   12,083
 6......................      14,998     109,881  112,236  115,129   9,881  12,236   15,129
 7......................      17,953     111,281  114,426  118,452  11,281  14,426   18,452
 8......................      21,056     112,612  116,665  122,064  12,612  16,665   22,064
 9......................      24,314     113,878  118,956  125,996  13,878  18,954   25,996
10......................      27,734     115,096  121,308  130,290  15,094  21,308   30,290
11......................      31,326     116,248  123,716  134,972  16,248  23,716   34,972
12......................      35,097     117,330  126,168  140,065  17,330  26,168   40,065
13......................      39,057     118,354  128,679  145,623  18,354  28,679   45,623
14......................      43,215     119,309  131,238  151,680  19,309  31,238   51,680
15......................      47,581     120,196  133,848  158,285  20,196  33,848   58,285
16......................      52,165     121,016  136,509  165,492  21,016  36,509   65,492
17......................      56,978     121,761  139,213  173,348  21,761  39,213   73,348
18......................      62,032     122,418  141,948  181,905  22,418  41,948   81,905
19......................      67,339     122,978  144,704  191,218  22,978  44,704   91,218
20......................      72,910     123,443  147,480  201,363  23,443  47,480  101,363
30 (age 65).............     146,498     121,300  174,265  368,601  21,300  74,265  268,601
35 (age 70).............     199,156     113,240  183,469  523,385  13,240  83,469  423,385
40 (age 75).............     266,364           0  184,406  759,606       0  84,406  659,606
</TABLE>
- -------
(1) Assumes a $2,100 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      33
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
     VARIABLE UNIVERSAL LIFE INSURANCE POLICY WITH PAYROLL DEDUCTION RIDER
 
MALE/FEMALE ISSUE AGE 35                                   FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $100,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT              ACCOUNT VALUE
                                        -------------------------- -------------------------
                                          ASSUMING HYPOTHETICAL      ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT    GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                  RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- -------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%       6%      12%
 ------                  -------------- -------- -------- -------- ------- -------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>      <C>
 1......................    $  2,100    $101,778 $101,891 $102,004 $ 1,778 $  1,891 $  2,004
 2......................       4,305     103,517  103,856  104,208   3,517    3,856    4,208
 3......................       6,620     105,224  105,901  106,635   5,224    5,901    6,635
 4......................       9,051     106,887  108,019  109,294   6,887    8,019    9,294
 5......................      11,604     108,507  110,212  112,211   8,507   10,212   12,211
 6......................      14,284     110,085  112,483  115,410  10,085   12,483   15,410
 7......................      17,098     111,621  114,836  118,920  11,621   14,836   18,920
 8......................      20,053     113,117  117,274  122,774  13,117   17,274   22,774
 9......................      23,156     114,573  119,800  127,005  14,573   19,800   27,005
10......................      26,414     115,978  122,406  131,640  15,978   22,406   31,640
11......................      29,834     117,321  125,083  136,706  17,321   25,083   36,706
12......................      33,426     118,616  127,846  142,260  18,616   27,846   42,260
13......................      37,197     119,862  130,698  148,352  19,862   30,698   48,352
14......................      41,157     121,049  133,631  155,023  21,049   33,631   55,023
15......................      45,315     122,202  136,674  162,356  22,202   36,674   62,356
16......................      49,681     123,298  139,805  170,395  23,298   39,805   70,395
17......................      54,265     124,315  143,004  179,185  24,315   43,004   79,185
18......................      59,078     125,288  146,310  188,839  25,288   46,310   88,839
19......................      64,132     126,231  149,741  199,460  26,231   49,741   99,460
20......................      69,439     127,145  153,302  211,143  27,145   53,302  111,143
30 (age 65).............     139,522     131,874  193,824  412,298  31,874   93,824  312,298
35 (age 70).............     189,673     129,731  216,125  607,856  29,731  116,125  507,856
40 (age 75).............     253,680     122,552  237,419  917,774  22,552  137,419  817,774
</TABLE>
- -------
(1) Assumes a $2,000 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      34
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
                         WITH PAYROLL DEDUCTION RIDER
 
MALE/FEMALE ISSUE AGE 35                                   FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $100,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                              DEATH BENEFIT             ACCOUNT VALUE
                                        -------------------------- ------------------------
                                          ASSUMING HYPOTHETICAL     ASSUMING HYPOTHETICAL
                            PREMIUMS     GROSS ANNUAL INVESTMENT   GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED           RETURN OF                 RETURN OF
 POLICY                  AT 5% INTEREST -------------------------- ------------------------
  YEAR                      PER YEAR       0%       6%      12%      0%      6%      12%
  ----                   -------------- -------- -------- -------- ------- ------- --------
<S>                      <C>            <C>      <C>      <C>      <C>     <C>     <C>
 1......................    $  2,100    $101,726 $101,837 $101,949 $ 1,726 $ 1,837 $  1,949
 2......................       4,305     103,388  103,717  104,059   3,388   3,717    4,059
 3......................       6,620     104,986  105,637  106,342   4,986   5,637    6,342
 4......................       9,051     106,512  107,588  108,800   6,512   7,588    8,800
 5......................      11,604     107,967  109,570  111,449   7,967   9,570   11,449
 6......................      14,284     109,353  111,584  114,324   9,353  11,584   14,324
 7......................      17,098     110,673  113,646  117,456  10,673  13,646   17,456
 8......................      20,053     111,931  115,763  120,873  11,931  15,763   20,873
 9......................      23,156     113,125  117,925  124,590  13,125  17,925   24,590
10......................      26,414     114,271  120,147  128,649  14,271  20,147   28,649
11......................      29,834     115,357  122,418  133,070  15,357  22,418   33,070
12......................      33,426     116,384  124,741  137,891  16,384  24,741   37,891
13......................      37,197     117,353  127,117  143,150  17,353  27,117   43,150
14......................      41,157     118,255  129,536  148,878  18,255  29,536   48,878
15......................      45,315     119,090  132,000  155,122  19,090  32,000   55,122
16......................      49,681     119,860  134,511  161,931  19,860  34,511   61,931
17......................      54,265     120,555  137,058  169,351  20,555  37,058   69,351
18......................      59,078     121,175  139,642  177,440  21,175  39,642   77,440
19......................      64,132     121,711  142,253  186,253  21,711  42,253   86,253
20......................      69,439     122,153  144,880  195,848  22,153  44,880   95,848
30 (age 65).............     139,522     120,581  170,765  354,704  20,581  70,765  254,704
35 (age 70).............     189,673     113,496  180,250  502,264  13,496  80,250  402,264
40 (age 75).............     253,680           0  182,644  728,203       0  82,644  628,203
</TABLE>
- -------
(1) Assumes a $2,000 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      35
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 45                                           FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $500,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                               DEATH BENEFIT                ACCOUNT VALUE
                                        ---------------------------- ----------------------------
                                           ASSUMING HYPOTHETICAL        ASSUMING HYPOTHETICAL
                            PREMIUMS      GROSS ANNUAL INVESTMENT      GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED            RETURN OF                    RETURN OF
 POLICY                  AT 5% INTEREST ---------------------------- ----------------------------
  YEAR                      PER YEAR       0%       6%       12%        0%       6%       12%
  ----                   -------------- -------- -------- ---------- -------- -------- ----------
<S>                      <C>            <C>      <C>      <C>        <C>      <C>      <C>
 1......................    $ 10,763    $500,000 $500,000 $  500,000 $  8,694 $  9,265 $    9,837
 2......................      22,063     500,000  500,000    500,000   17,132   18,819     20,577
 3......................      33,929     500,000  500,000    500,000   25,381   28,740     32,380
 4......................      46,388     500,000  500,000    500,000   33,334   38,932     45,246
 5......................      59,470     500,000  500,000    500,000   41,057   49,471     59,352
 6......................      73,206     500,000  500,000    500,000   48,556   60,378     74,837
 7......................      87,628     500,000  500,000    500,000   55,733   71,568     91,748
 8......................     102,772     500,000  500,000    500,000   62,651   83,119    110,304
 9......................     118,673     500,000  500,000    500,000   69,473   95,204    130,839
10......................     135,370     500,000  500,000    500,000   76,148  107,801    153,518
11......................     152,901     500,000  500,000    500,000   82,583  120,841    178,491
12......................     171,308     500,000  500,000    500,000   88,686  134,266    205,947
13......................     190,636     500,000  500,000    500,000   94,518  148,152    236,222
14......................     210,930     500,000  500,000    500,000  100,039  162,495    269,622
15......................     232,239     500,000  500,000    500,000  105,214  177,293    306,503
16......................     254,614     500,000  500,000    500,000  110,054  192,591    347,302
17......................     278,107     500,000  500,000    502,379  114,477  208,364    392,484
18......................     302,775     500,000  500,000    557,333  118,542  224,701    442,328
19......................     328,676     500,000  500,000    616,365  122,212  241,628    497,068
20 (age 65).............     355,872     500,000  500,000    679,747  125,410  259,148    557,169
25 (age 70).............     513,663     500,000  500,000  1,111,023  133,664  358,056    957,778
30 (age 75).............     715,048     500,000  518,904  1,710,252  123,554  484,957  1,598,366
</TABLE>
- -------
(1) Assumes a $10,250 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      36
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 45                                           FACE AMOUNT PLAN
STANDARD NON-SMOKER                                         FACE AMOUNT
                                                            $500,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                               DEATH BENEFIT                ACCOUNT VALUE
                                        ---------------------------- ---------------------------
                                           ASSUMING HYPOTHETICAL        ASSUMING HYPOTHETICAL
                            PREMIUMS      GROSS ANNUAL INVESTMENT      GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED            RETURN OF                    RETURN OF
 POLICY                  AT 5% INTEREST ---------------------------- ---------------------------
  YEAR                      PER YEAR       0%       6%       12%       0%       6%       12%
  ----                   -------------- -------- -------- ---------- ------- -------- ----------
<S>                      <C>            <C>      <C>      <C>        <C>     <C>      <C>
 1......................   $  10,763    $500,000 $500,000 $  500,000 $ 7,671 $  8,207 $    8,745
 2......................      22,063     500,000  500,000    500,000  14,955   16,507     18,127
 3......................      33,929     500,000  500,000    500,000  21,947   24,995     28,307
 4......................      46,388     500,000  500,000    500,000  28,605   33,632     39,320
 5......................      59,470     500,000  500,000    500,000  34,940   42,433     51,266
 6......................      73,206     500,000  500,000    500,000  40,963   51,414     64,255
 7......................      87,628     500,000  500,000    500,000  46,631   60,538     78,358
 8......................     102,772     500,000  500,000    500,000  51,901   69,770     93,659
 9......................     118,673     500,000  500,000    500,000  56,735   79,077    110,261
10......................     135,370     500,000  500,000    500,000  61,144   88,478    128,336
11......................     152,901     500,000  500,000    500,000  65,091   97,945    148,031
12......................     171,308     500,000  500,000    500,000  68,535  107,451    169,523
13......................     190,636     500,000  500,000    500,000  71,541  117,066    193,102
14......................     210,930     500,000  500,000    500,000  74,015  126,723    218,979
15......................     232,239     500,000  500,000    500,000  75,969  136,448    247,482
16......................     254,614     500,000  500,000    500,000  77,309  146,180    278,929
17......................     278,107     500,000  500,000    500,000  77,992  155,906    313,734
18......................     302,775     500,000  500,000    500,000  77,971  165,616    352,394
19......................     328,676     500,000  500,000    500,000  77,097  175,220    395,463
20 (age 65).............     355,872     500,000  500,000    540,781  75,316  184,714    443,263
25 (age 70).............     513,663     500,000  500,000    877,763  49,540  229,962    756,692
30 (age 75).............     715,048           0  500,000  1,333,971       0  266,862  1,246,702
</TABLE>
- -------
(1) Assumes a $10,250 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      37
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 45                                          FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $500,000
 
                    USING CURRENT COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                               DEATH BENEFIT               ACCOUNT VALUE
                                        ---------------------------- -------------------------
                                           ASSUMING HYPOTHETICAL       ASSUMING HYPOTHETICAL
                            PREMIUMS      GROSS ANNUAL INVESTMENT     GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED            RETURN OF                   RETURN OF
 POLICY                  AT 5% INTEREST ---------------------------- -------------------------
  YEAR                      PER YEAR       0%       6%        12%      0%      6%       12%
  ----                   -------------- -------- --------- --------- ------- ------- ---------
<S>                      <C>            <C>      <C>       <C>       <C>     <C>     <C>
 1......................   $   16,380   $513,919 $ 514,809 $ 515,700 $13,919 $14,809 $  15,700
 2......................       33,579    527,458   530,107   532,865  27,458  30,107    32,865
 3......................       51,638    540,685   545,976   551,705  40,685  45,976    51,705
 4......................       70,600    553,486   562,315   572,263  53,486  62,315    72,263
 5......................       90,510    565,930   579,207   594,778  65,930  79,207    94,778
 6......................      111,415    578,021   596,674   619,447  78,021  96,674   119,447
 7......................      133,366    589,649   614,617   646,362  89,649 114,617   146,362
 8......................      156,414    600,882   633,118   675,813 100,882 133,118   175,813
 9......................      180,615    611,904   652,382   708,248 111,904 152,382   208,248
10......................      206,026    622,661   672,380   743,906 122,661 172,380   243,906
11......................      232,707    633,039   693,020   782,986 133,039 193,020   282,986
12......................      260,723    642,925   714,207   825,708 142,925 214,207   325,708
13......................      290,139    652,389   736,022   872,506 152,389 236,022   372,506
14......................      321,026    661,380   758,432   923,728 161,380 258,432   423,728
15......................      353,457    669,845   781,400   979,759 169,845 281,400   479,759
16......................      387,510    677,796   804,948 1,041,086 177,796 304,948   541,086
17......................      423,265    685,124   828,978 1,108,120 185,124 328,978   608,120
18......................      460,808    691,898   853,572 1,181,502 191,898 353,572   681,502
19......................      500,229    698,071   878,690 1,261,811 198,071 378,690   761,811
20 (age 65).............      541,620    703,534   904,232 1,349,624 203,534 404,232   849,624
25 (age 70).............      781,770    719,381 1,037,544 1,929,175 219,381 537,544 1,429,175
30 (age 75).............    1,088,268    709,845 1,173,225 2,836,473 209,845 673,225 2,336,473
</TABLE>
- -------
(1) Assumes a $15,600 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      38
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICY
 
MALE ISSUE AGE 45                                          FACE AMOUNT PLUS
STANDARD NON-SMOKER                                        PLAN
                                                           FACE AMOUNT
                                                           $500,000
 
                  USING GUARANTEED COST OF INSURANCE CHARGES
 
<TABLE>
<CAPTION>
                                               DEATH BENEFIT              ACCOUNT VALUE
                                        --------------------------- -------------------------
                                           ASSUMING HYPOTHETICAL      ASSUMING HYPOTHETICAL
                            PREMIUMS      GROSS ANNUAL INVESTMENT    GROSS ANNUAL INVESTMENT
 END OF                   ACCUMULATED            RETURN OF                  RETURN OF
 POLICY                  AT 5% INTEREST --------------------------- -------------------------
  YEAR                      PER YEAR       0%       6%       12%      0%      6%       12%
  ----                   -------------- -------- -------- --------- ------- ------- ---------
<S>                      <C>            <C>      <C>      <C>       <C>     <C>     <C>
 1......................   $   16,380   $512,838 $513,694 $ 514,552 $12,838 $13,694 $  14,552
 2......................       33,579    525,166  527,674   530,288  25,166  27,674    30,288
 3......................       51,638    537,055  542,013   547,390  37,055  42,013    47,390
 4......................       70,600    548,454  556,663   565,929  48,454  56,663    65,929
 5......................       90,510    559,375  571,637   586,047  59,375  71,637    86,047
 6......................      111,415    569,827  586,946   607,899  69,827  86,946   107,899
 7......................      133,366    579,761  602,544   631,595  79,761 102,544   131,595
 8......................      156,414    589,129  618,379   657,254  89,129 118,379   157,254
 9......................      180,615    597,882  634,399   685,005  97,882 134,399   185,005
10......................      206,026    606,035  650,613   715,055 106,035 150,613   215,055
11......................      232,707    613,541  666,965   747,570 113,541 166,965   247,570
12......................      260,723    620,353  683,401   782,728 120,353 183,401   282,728
13......................      290,139    626,547  699,984   820,855 126,547 199,984   320,855
14......................      321,026    632,017  716,598   862,117 132,017 216,598   362,117
15......................      353,457    636,777  733,244   906,824 136,777 233,244   406,824
16......................      387,510    640,725  749,802   955,190 140,725 249,802   455,190
17......................      423,265    643,818  766,205 1,007,513 143,818 266,205   507,513
18......................      460,808    646,015  782,387 1,064,122 146,015 282,387   564,122
19......................      500,229    647,157  798,156 1,125,250 147,157 298,156   625,250
20 (age 65).............      541,620    647,208  813,434 1,191,280 147,208 313,434   691,280
25 (age 70).............      781,770    628,969  878,595 1,610,238 128,969 378,595 1,110,238
30 (age 75).............    1,088,268    568,199  906,427 2,222,782  68,199 406,427 1,722,782
</TABLE>
- -------
(1) Assumes a $15,600 premium is paid at the beginning of each Policy Year.
 
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THE PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH BENEFITS AND ACCOUNT
VALUES FOR A POLICY WOULD BE DIFFERENT FROM THE AMOUNTS SHOWN IF THE RATES OF
RETURN AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT VARIED ABOVE OR
BELOW THAT AVERAGE IN INDIVIDUAL POLICY YEARS. THEY ALSO WOULD BE DIFFERENT,
DEPENDING ON THE ALLOCATION OF ACCOUNT VALUE TO EACH INVESTMENT FUND OF THE
SEPARATE ACCOUNT, IF THE RATES OF RETURN OVER ALL INVESTMENT FUNDS AVERAGED
0%, 6% OR 12% BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL INVESTMENT
FUNDS. THEY ALSO WOULD DIFFER IF ANY POLICY LOAN WERE MADE DURING THE PERIOD.
NO REPRESENTATIONS CAN BE MADE BY AMERICAN LIFE OR ANY OF THE UNDERLYING FUNDS
THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      39
<PAGE>
 
                              FINANCIAL STATEMENTS
 
The Separate Account commenced operations on December 21, 1994, which was the
date premiums under the Policies were first allocated to any Separate Account
Investment Fund.
 
The financial statements of American Life should be considered only as bearing
upon the ability of American Life to meet its obligations under the Policies.
They should not be considered as bearing upon the investment experience of the
Investment Funds of the Separate Account.
 
                                       40
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                          INVESTMENT COMPANY
                                             --------------------------------------------
                                             MONEY MARKET ALL AMERICA EQUITY INDEX  BOND
                                                 FUND        FUND         FUND      FUND
                                             ------------ ----------- ------------ ------
<S>                                          <C>          <C>         <C>          <C>
Assets:
Investments in Mutual of America Investment
 Corporation at market value
 (Costs:
Money Market Fund -- $47
 All America Fund -- $48,752
 Equity Index Fund -- $5,145
 Bond Fund -- $1,029
 (Notes 1 and 2)...........................     $  44       $49,545      $5,255    $  986
Due From (To) General Account..............         1        (5,190)      1,063       377
                                                -----       -------      ------    ------
Net Assets.................................     $  45       $44,355      $6,318    $1,363
                                                =====       =======      ======    ======
Unit Value at December 31, 1995 (Note 5)...     $1.80       $  4.52      $ 1.42    $ 2.69
                                                =====       =======      ======    ======
Number of Units Outstanding at December 31,
 1995 (Note 5).............................        25         9,813       4,449       507
                                                =====       =======      ======    ======
</TABLE>
 
<TABLE>
<CAPTION>
                                             INVESTMENT COMPANY
                              ------------------------------------------------
                              SHORT-TERM MID-TERM  COMPOSITE AGGRESSIVE EQUITY
                              BOND FUND  BOND FUND   FUND          FUND
                              ---------- --------- --------- -----------------
<S>                           <C>        <C>       <C>       <C>
Assets:
Investments in Mutual of
 America Investment
 Corporation at market value
 (Costs:
Short-Term Bond Fund -- $333
 Mid-Term Bond Fund -- $30
 Composite Fund -- $9,433
 Aggressive Equity Fund--
 $18,368
 (Notes 1 and 2).............   $ 316      $  28    $9,235        $18,150
Due From (To) General Ac-
 count.......................      16          4      (124)          (402)
                                -----      -----    ------        -------
Net Assets...................   $ 332      $  32    $9,111        $17,748
                                =====      =====    ======        =======
Unit Value at December 31,
 1995 (Note 5)...............   $1.10      $1.16    $ 3.39        $  1.43
                                =====      =====    ======        =======
Number of Units Outstanding
 at December 31, 1995 (Note
 5)..........................     302         28     2,688         12,411
                                =====      =====    ======        =======
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       41
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                        SCUDDER              TCI     CALVERT
                              ---------------------------- ------- -----------
                                     CAPITAL                       RESPONSIBLY
                               BOND  GROWTH  INTERNATIONAL GROWTH   INVESTED
                               FUND   FUND       FUND       FUND      FUND
                              ------ ------- ------------- ------- -----------
<S>                           <C>    <C>     <C>           <C>     <C>
Assets:
Investments in Scudder
 Portfolios, TCI Growth Fund
 and Calvert Responsibly
 Invested Portfolio at market
 value
 (Cost:
 Scudder Bond Fund -- $258
 Scudder Capital Growth
  Fund -- $34,076
 Scudder International
  Fund -- $7,915
 TCI Growth Fund -- $49,438
 Calvert Responsibility
  Invested Fund -- $279
 (Notes 1 and 2)............. $  260 $36,983    $8,001     $49,355    $ 257
Due From (To) General
 Account.....................    138     509       470       4,343     (25)
                              ------ -------    ------     -------    -----
Net Assets................... $  398 $37,492    $8,471     $53,698    $ 232
                              ====== =======    ======     =======    =====
Unit Value at December 31,
 1995 (Note 5)............... $11.30 $ 18.64    $11.85     $ 12.18    $2.01
                              ====== =======    ======     =======    =====
Number of Units Outstanding
 at December 31, 1995
 (Note 5)....................     35   2,011       715       4,409      115
                              ====== =======    ======     =======    =====
</TABLE>
 
 
<TABLE>
<CAPTION>
                                                          FIDELITY
                                             -----------------------------------
                                                  VIP      VIP II     VIP II
                                             EQUITY-INCOME CONTRA  ASSET MANAGER
                                                 FUND       FUND       FUND
                                             ------------- ------- -------------
<S>                                          <C>           <C>     <C>
Assets:
Investments in Fidelity Portfolios
 (Cost:
 VIP Equity-Income Fund -- $8,969
 VIP II Contra Fund -- $10,236
 VIP II Asset Manager Fund -- $18,182
 (Notes 1 and 2)...........................     $9,129     $10,293    $18,590
Due From (To) General Account..............       (401)        181       (150)
                                                ------     -------    -------
Net Assets.................................     $8,728     $10,474    $18,440
                                                ======     =======    =======
Unit Value at December 31, 1995 (Note 5)...     $19.43     $ 13.85    $ 15.66
                                                ======     =======    =======
Number of Units Outstanding at December 31,
 1995 (Note 5).............................        449         756      1,178
                                                ======     =======    =======
</TABLE>
 
 
   The accompanying notes are an integral part of these financial statements.
 
                                       42
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                            STATEMENT OF OPERATIONS
                     FOR THE YEAR* ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                             INVESTMENT COMPANY
                          --------------------------------------------------------
                          MONEY MARKET ALL AMERICA  EQUITY INDEX
                             FUND(A)       FUND        FUND(B)      BOND FUND(C)
                          ------------ ------------ ------------ -----------------
<S>                       <C>          <C>          <C>          <C>
Investment Income and
 Expenses:
Income (Notes 1 and 4):
 Dividends..............      $  3        $1,579       $ 177          $   59
                              ----        ------       -----          ------
Total income............         3         1,579         177              59
                              ----        ------       -----          ------
Expenses (Note 3):
 Fees...................       --            147          14               1
 Administrative
  Expenses..............       --             --          --              --
                              ----        ------       -----          ------
 Total Expenses.........       --            147          14               1
                              ----        ------       -----          ------
Net Investment Gain
 (Loss).................         3         1,432         163              58
                              ----        ------       -----          ------
Net Realized and
 Unrealized Gain (Loss)
 on Investments (Note
 1):
 Net realized gain
  (loss) on investments.       --            --          --              --
 Net unrealized
  appreciation
  (depreciation) of
  investments...........        (3)          785         110              43
                              ----        ------       -----          ------
Net Realized and
 Unrealized Gain (Loss)
 on Investments.........        (3)          785         110              43
                              ----        ------       -----          ------
Net Increase (Decrease)
 in Net Assets Resulting
 From Operations........      $--         $2,217       $ 273          $  101
                              ====        ======       =====          ======
<CAPTION>
                                             INVESTMENT COMPANY
                          --------------------------------------------------------
                           SHORT-TERM    MID-TERM    COMPOSITE   AGGRESSIVE EQUITY
                          BOND FUND(A) BOND FUND(A)   FUND(B)          FUND
                          ------------ ------------ ------------ -----------------
<S>                       <C>          <C>          <C>          <C>
Investment Income and
 Expenses:
Income (Notes 1 and 4):
 Dividends..............      $ 18        $    2       $ 512          $1,284
                              ----        ------       -----          ------
 Total income...........        18             2         512           1,284
                              ----        ------       -----          ------
Expenses (Note 3):
 Fees...................       --            --           19              48
 Administrative
  Expenses..............       --            --           --              --
                              ----        ------       -----          ------
 Total Expenses.........       --            --           19              48
                              ----        ------       -----          ------
Net Investment Gain
 (Loss).................        18             2         493           1,236
                              ----        ------       -----          ------
Net Realized and
 Unrealized Gain (Loss)
 on Investments (Note
 1):
 Net realized gain
  (loss) on investments.       --            --          --              --
 Net unrealized
  appreciation
  (depreciation) of
  investments...........       (17)           (2)       (198)           (239)
                              ----        ------       -----          ------
Net Realized and
 Unrealized Gain (Loss)
 on Investments.........       (17)           (2)       (198)           (239)
                              ----        ------       -----          ------
Net Increase (Decrease)
 in Net Assets Resulting
 From Operations........      $  1        $  --        $ 295          $  997
                              ====        ======       =====          ======
</TABLE>
- -------
 * Except for the periods noted.
(a) For the period August 25, 1995 (Commencement of Operations) to December 31,
    1995.
(b) For the period February 23, 1995 (Commencement of Operations) to December
    31, 1995.
(c) For the period March 2, 1995 (Commencement of Operations) to December 31,
    1995.
 
   The accompanying notes are an integral part of these financial statements.
 
 
                                       43
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                            STATEMENT OF OPERATIONS
                     FOR THE YEAR* ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                          SCUDDER              TCI     CALVERT
                               ----------------------------- ------- -----------
                                       CAPITAL                       RESPONSIBLY
                                BOND   GROWTH  INTERNATIONAL GROWTH   INVESTED
                               FUND(a)  FUND       FUND      FUND(c)   FUND(a)
                               ------- ------- ------------- ------- -----------
<S>                            <C>     <C>     <C>           <C>     <C>
Investment Income and
 Expenses:
Income (Notes 1 and 4):
 Dividends...................   $ --   $  533       $ 1       $ --       $23
                                -----  ------       ---       -----      ---
Total income.................     --      533         1         --        23
                                -----  ------       ---       -----      ---
Expenses (Note 3):
 Fees........................     --      230        22          23      --
 Administrative Expenses.....     --       --        --          --      --
                                -----  ------       ---       -----      ---
 Total Expenses..............     --      230        22          23      --
                                -----  ------       ---       -----      ---
Net Investment Income (Loss).     --      303       (21)        (23)      23
                                -----  ------       ---       -----      ---
Net Realized and Unrealized
 Gain (Loss) on Investments
 (Note 1):
 Net realized gain (loss) on
  investments................     --      113       --          --       --
 Net unrealized appreciation
  (depreciation) of
  investments................       2   2,863        85         (83)     (22)
                                -----  ------       ---       -----      ---
Net Realized and Unrealized
 Gain (Loss) on Investments..       2   2,976        85         (83)     (22)
                                -----  ------       ---       -----      ---
Net Increase (Decrease) in
 Net Assets Resulting From
 Operations..................   $   2  $3,279       $64       $(106)     $ 1
                                =====  ======       ===       =====      ===
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     FIDELITY
                                                        ----------------------------------- 
                                                           VIP II     VIP II     VIP II
                                                        EQUITY-INCOME CONTRA  ASSET MANAGER
                                                           FUND(a)    FUND(c)    FUND(a)
                                                            1995       1995       1995
                                                        ------------- ------- -------------
<S>                                                     <C>           <C>     <C>           
Investment Income and Expenses:
Income (Notes 1 and 4):
 Dividends............................................      $  8        $21       $--
                                                            ----        ---       ----
Total income..........................................         8         21        --
                                                            ----        ---       ----
Expenses (Note 3):
 Fees.................................................         6          6         30
 Administrative Expenses..............................        --         --         --
                                                            ----        ---       ----
 Total Expenses.......................................         6          6         30
                                                            ----        ---       ----
Net Investment Income (Loss)..........................         2         15        (30)
                                                            ----        ---       ----
Net Realized and Unrealized Gain (Loss) on Investments
 (Note 1):
 Net realized gain (loss) on investments..............       --         --         --
 Net unrealized appreciation (depreciation) of
  investments.........................................       160         57        408
                                                            ----        ---       ----
Net Realized and Unrealized Gain (Loss) on
 Investments..........................................       160         57        408
                                                            ----        ---       ----
Net Increase (Decrease) in Net Assets Resulting From
 Operations...........................................      $162        $72       $378
                                                            ====        ===       ====
</TABLE>
- -------
 * Except for the periods noted.
(a) For the period August 25, 1995 (Commencement of Operations) to December 31,
    1995.
(b) For the period January 11, 1995 (Commencement of Operations) to December
    31, 1995.
(c) For the period June 19, 1995 (Commencement of Operations) to December 31,
    1995.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       44
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                      STATEMENTS OF CHANGES IN NET ASSETS
                       FOR THE YEARS* ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                               INVESTMENT COMPANY
                          --------------------------------------------------------------
                          MONEY MARKET  ALL AMERICA   EQUITY INDEX  BOND     SHORT-TERM
                            FUND(a)       FUND(b)       FUND(c)    FUND(d)  BOND FUND(a)
                          ------------ -------------  ------------ -------  ------------
                              1995      1995   1994       1995      1995        1995
                          ------------ ------- -----  ------------ -------  ------------
<S>                       <C>          <C>     <C>    <C>          <C>      <C>
Increase (Decrease) in
 Net Assets:
From Operations:
 Net investment income
  (loss)................      $  3     $ 1,432 $  10     $  163    $    58      $ 18
 Net realized gain
  (loss) on investments.       --          --    --         --         --        --
 Net unrealized
  appreciation
  (depreciation) of
  investments...........        (3)        785   --         110         43       (17)
                              ----     ------- -----     ------    -------      ----
Net Increase (Decrease)
 in net assets resulting
 from operations........       --        2,217    10        273        101         1
                              ----     ------- -----     ------    -------      ----
From Unit Transactions:
 Contributions..........        83      21,955   634      2,995      2,360       393
 Withdrawals............       --          --   (270)       --         --        --
 Net Transfers..........       (38)     19,823   (14)     3,050     (1,098)      (62)
                              ----     ------- -----     ------    -------      ----
Net Increase (Decrease)
 from unit transactions.        45      41,778   350      6,045      1,262       331
                              ----     ------- -----     ------    -------      ----
Net Increase (Decrease)
 in Net Assets..........        45      43,995   360      6,318      1,363       332
Net Assets:
Beginning of Period.....       --      $   360 $ --         --         --        --
                              ----     ------- -----     ------    -------      ----
End of Period...........      $ 45     $44,355 $ 360     $6,318    $ 1,363      $332
                              ====     ======= =====     ======    =======      ====
</TABLE>
 
<TABLE>
<CAPTION>
                                                INVESTMENT COMPANY
                                     ------------------------------------------
                                       MID-TERM   COMPOSITE AGGRESSIVE EQUITY
                                     BOND FUND(a)  FUND(c)       FUND(b)
                                     ------------ --------- -------------------
                                         1995       1995      1995      1994
                                     ------------ --------- ---------  --------
<S>                                  <C>          <C>       <C>        <C>
Increase (Decrease) in Net Assets:
From Operations:
 Net Investment income..............     $  2      $  493   $   1,236  $   --
 Net realized gain (loss) on
  investments.......................      --          --          --       --
 Net unrealized appreciation
  (depreciation) of investments.....       (2)       (198)       (239)      20
                                         ----      ------   ---------  -------
Net Increase (Decrease) in net
 assets resulting from operations...      --          295         997       20
                                         ----      ------   ---------  -------
From Unit Transactions:
 Contributions......................       80       8,009      13,503      347
 Withdrawals........................      --          --          --      (184)
 Net Transfers......................      (48)        807       3,065      --
                                         ----      ------   ---------  -------
Net Increase (Decrease) from unit
 transactions.......................       32       8,816      16,568      163
                                         ----      ------   ---------  -------
Net Increase (Decrease) in Net
 Assets.............................       32       9,111      17,565      183
Net Assets:
Beginning of Period.................      --          --          183      --
                                         ----      ------   ---------  -------
End of Period.......................     $ 32      $9,111   $  17,748  $   183
                                         ====      ======   =========  =======
</TABLE>
- -------
 * Except for the periods noted.
(a) For the period August 25, 1995 (Commencement of Operations) to December 31,
    1995.
(b) Commenced Operations December 21, 1994.
(c) For the period February 23, 1995 (Commencement of Operations) to December
    31, 1995.
(d) For the period March 3, 1995 (Commencement of Operations) to December 31,
    1995.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       45
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                      STATEMENTS OF CHANGES IN NET ASSETS
                        FOR THE YEARS ENDED DECEMBER 31,
 
<TABLE>
<CAPTION>
                                                       SCUDDER
                                        ----------------------------------------
                                         BOND   CAPITAL GROWTH   INTERNATIONAL
                                        FUND(a)     FUND(b)         FUND (b)
                                        ------- ---------------- ---------------
                                         1995    1995     1994    1995     1994
                                        ------- -------  ------- -------  ------
<S>                                     <C>     <C>      <C>     <C>      <C>
Increase (Decrease) in Net Assets:
From Operations:
 Net investment income (loss).........   $--    $   303  $   --  $   (21) $  --
 Net realized gain (loss) on
  investments.........................    --        113      --      --      --
 Net unrealized appreciation
  (depreciation)......................      2     2,863       43      85     --
                                         ----   -------  ------- -------  ------
Net Increase (Decrease) in net assets
 resulting from operations............      2     3,279       43      64     --
                                         ----   -------  ------- -------  ------
From Unit Transactions:
 Contributions........................    544    31,456   10,750   7,450     181
 Withdrawals..........................    --        --       --      --      --
 Net Transfers........................   (148)   (8,050)      14     776     --
                                         ----   -------  ------- -------  ------
Net Increase (Decrease) from unit
 transactions.........................    396    23,406   10,764   8,226     181
                                         ----   -------  ------- -------  ------
Net Increase (Decrease) in Net Assets.    398    26,685   10,807   8,290     181
                                         ----   -------  ------- -------  ------
Net Assets:
Beginning of Period...................     --    10,807      --      181     --
                                         ----   -------  ------- -------  ------
End of Period.........................   $398   $37,492  $10,807  $8,471  $  181
                                         ====   =======  ======= =======  ======
</TABLE>
 
<TABLE>
<CAPTION>
                            TCI      CALVERT                 FIDELITY
                          -------  ----------- ------------------------------------
                                   RESPONSIBLY      VIP       VIP II     VIP II
                          GROWTH    INVESTED   EQUITY-INCOME  CONTRA  ASSET MANAGER
                          FUND(c)    FUND(a)      FUND(a)     FUND(c)    FUND(a)
                          -------  ----------- ------------- -------- -------------
                           1995       1995         1995        1995       1995
                          -------  ----------- ------------- -------- -------------
<S>                       <C>      <C>         <C>           <C>      <C>
Increase (Decrease) in
 Net Assets:
From Operations:
 Net investment income
  (loss)................  $   (23)    $ 23        $    2     $    15     $   (30)
 Net realized gain
  (loss) on investments.      --       --            --          --          --
 Net unrealized
  appreciation
  (depreciation) of
  investments...........      (83)     (22)          160          57         408
                          -------     ----        ------     -------     -------
Net Increase (Decrease)
 in net assets resulting
 from operations........     (106)       1           162          72         378
                          -------     ----        ------     -------     -------
From Unit Transactions:
 Contributions..........   50,597      528         6,544      10,045      20,045
 Withdrawals............      --       --            --          --          --
 Net Transfers..........    3,207     (297)        2,022         357      (1,983)
                          -------     ----        ------     -------     -------
Net Increase (Decrease)
 from unit transactions.   53,804      231         8,566      10,402      18,062
                          -------     ----        ------     -------     -------
Net Increase (Decrease)
 in Net Assets..........   53,698      232         8,728      10,474      18,440
                          -------     ----        ------     -------     -------
Net Assets:
Beginning of Period.....      --       --            --          --          --
                          -------     ----        ------     -------     -------
End of Period...........  $53,698     $232        $8,728     $10,474     $18,440
                          =======     ====        ======     =======     =======
</TABLE>
- -------
 * Except for the periods noted.
(a) For the period August 25, 1995 (Commencement of Operations) to December 31,
    1995.
(b) Commenced Operations December 21, 1994.
(c) For the period June 19, 1995 (Commencement of Operations) to December 31,
    1995.
 
   The accompanying notes are an integral part of these financial statements.
 
                                       46
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                         NOTES TO FINANCIAL STATEMENTS
 
1. SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
  Separate Account No. 3 of The American Life Insurance Company ("the Company")
was established in conformity with New York Insurance Law and commenced
operations on December 21, 1994. On that date, the following American Life
funds became available as investment options: Money Market Fund, All America
Fund, Bond Fund, Composite Fund, Equity Index Fund, Short-Term Bond Fund, Mid-
Term Bond Fund, Aggressive Equity Fund, Scudder Bond Fund, Scudder Capital
Growth Fund, Scudder International Fund, TCI Growth Fund, and the Calvert
Responsibly Invested Balanced Fund. The American Life funds invest in a
corresponding Fund of Mutual of America Investment Corporation ("Investment
Company"), Portfolio of Scudder Variable Life Investment Fund ("Scudder"), Fund
of TCI Portfolios Inc. ("TCI") and a corresponding Fund of Calvert Responsibly
Invested Balanced Portfolio (formerly "Calvert Socially Responsible Series") of
Acacia Capital Corporation ("Calvert").
 
  On May 1, 1995, Fidelity Investments Equity-Income, Contrafund and Asset
Manager Funds became available to Separate Account No. 3 as investment options.
The Fidelity Equity-Income Fund invests in the corresponding Portfolio of the
Fidelity Variable Insurance Products Fund and the Contrafund and Asset Manager
Funds invest in corresponding Portfolios of the Fidelity Variable Insurance
Products Fund II (collectively, "Fidelity").
 
  Separate Account No. 3 was formed by the Company to support the operations of
the Company's variable universal life insurance policies. The assets of
Separate Account No. 3 are the property of the Company. The portion of Separate
Account No. 3's assets applicable to the policies will not be charged with
liabilities arising out of any other business the Company may conduct.
 
  The significant accounting policies of Separate Account No. 3 are as follows:
 
  Investment Valuation -- Investments are made in shares of the Investment
Company, Scudder, TCI, Calvert and Fidelity and are valued at the reported net
asset values of the respective Funds and Portfolios.
 
  Investment Transactions -- Investment transactions are recorded on the trade
date. Realized gains and losses on sales of investments are determined based on
the average cost of the investment sold.
 
  Federal Income Taxes -- Separate Account No. 3 will be treated as a part of
the Company and will not be taxed separately as a "regulated investment
company" under existing law. The Company is taxed as a life insurance company
under the life insurance tax provisions of the Internal Revenue Code of 1986.
No provision for income taxes is required in the accompanying financial
statements.
 
                                       47
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
2. INVESTMENTS
 
  The number of shares owned by Separate Account No. 3 and the respective net
asset values per share at December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                             NUMBER OF NET ASSET
                                                              SHARES     VALUE
                                                             --------- ---------
       <S>                                                   <C>       <C>
       Investment Company Funds:
        Money Market Fund...................................      37     $1.18
        All America Fund....................................  23,305      2.13
        Equity Index Fund...................................   3,905      1.35
        Bond Fund...........................................     690      1.43
        Short-Term Bond Fund................................     310      1.02
        Mid-Term Bond Fund..................................      28      1.00
        Composite Fund......................................   5,112      1.81
        Aggressive Equity Fund..............................  13,429      1.35
       Scudder Portfolios:
        Bond Fund...........................................      36      7.17
        Capital Growth Fund.................................   2,452     15.08
        International Fund..................................     677     11.82
       TCI Growth Fund......................................   4,092     12.06
       Calvert Responsibly Invested Fund....................     151      1.70
       Fidelity Portfolios
        Equity-Income Fund..................................     474     19.27
        Contrafund..........................................     747     13.78
        Asset Manager Fund..................................   1,177     15.79
</TABLE>
 
3. EXPENSES
 
  Administrative Fees and Expenses and Cost of Insurance -- In connection with
its administrative functions, the Company deducts daily charges at an annual
rate of .40% (except for the TCI Growth Fund for which the rate charged is
 .20%) from the value of the net assets of each fund. Monthly charges equaling
the lesser of $2.00 or 1/12 of 1% of account value may also be deducted. The
cost of insurance charges, to compensate the Company for life insurance
coverage provided under the policies, are deducted monthly and reflected as net
transfers in the accompanying financial statements.
 
  Mortality and Expense Risk Fees -- The Company assumes the risk that insureds
may live for a shorter period of time than estimated for purposes of current or
guaranteed cost of insurance rates; for this it deducts a risk charge daily at
an annual rate of .70% from the value of the net assets of each fund. An
expense risk charge, deducted daily at an annual rate of .15% from the value of
the net assets of each fund, compensates the Company for the risk that
administrative expenses incurred are greater than estimated.
 
4. DIVIDENDS
 
  All dividend distributions are reinvested in additional shares of the
respective Fund or Portfolios at net asset value.
 
  On December 29, 1995 a dividend distribution was declared by the Investment
Company to shareholders of record on December 28, 1995. This dividend was paid
on December 29, 1995. In addition, the Investment Company declared and paid a
dividend distribution from the Money Market Fund on September 15, 1995. The
combined amount of these dividends was as follows:
 
<TABLE>
             <S>                                         <C>
             Money Market Fund.......................... $    3
             All America Fund...........................  1,579
             Equity Index Fund..........................    177
             Bond Fund..................................     59
             Short-Term Bond Fund.......................     18
             Mid-Term Bond Fund.........................      2
             Composite Fund.............................    512
             Aggressive Equity Fund.....................  1,284
</TABLE>
 
                                       48
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
  On January 27, 1995, February 24, 1995, April 26, 1995, July 27, 1995 and
October 27, 1995, dividends were paid by the Scudder Capital Growth Portfolio.
The combined amount of the dividends was $533.
 
  On February 24, 1995, a dividend was paid by the Scudder International
Portfolio. The amount of the dividend was $1.
 
  On December 29, 1995, a dividend was paid by the Calvert Responsibly Invested
Portfolio. The amount of the dividend was $23.
 
  On June 16, 1995, September 15, 1995 and December 29, 1995, dividends were
paid by the Fidelity Equity-Income Portfolio. The combined amount of the
dividends was $8.
 
  On December 22, 1995, a dividend was paid by the Fidelity Contrafund
Portfolio. The amount of the dividend was $21.
 
                                       49
<PAGE>
 
                      AMERICAN LIFE SEPARATE ACCOUNT NO. 3
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
5. FINANCIAL HIGHLIGHTS
 
  Shown below are financial highlights for a Unit outstanding for the year
ended December 31, 1995 and the periods as noted.
 
<TABLE>
<CAPTION>
                                          INVESTMENT COMPANY
                                    ----------------------------------------
                                    MONEY     ALL AMERICA    EQUITY
                                    MARKET       FUND         INDEX    BOND
                                     FUND     -----------     FUND     FUND
                                     1995     1995  1994      1995     1995
                                    ------    ----- -----    ------    -----
<S>                                 <C>       <C>   <C>      <C>       <C>
Unit value, beginning of period.... $1.77(a)  $3.36 $3.32(b) $1.25(c)  $2.36(d)
                                    =====     ===== =====    =====     =====
Unit value, end of year............ $1.80     $4.52 $3.36    $1.42     $2.69
                                    =====     ===== =====    =====     =====
Units outstanding, end of year.....    25     9,813   107    4,449       507
                                    =====     ===== =====    =====     =====
</TABLE>
 
<TABLE>
<CAPTION>
                                           INVESTMENT COMPANY
                               ----------------------------------------------
                                                                  AGGRESSIVE
                               SHORT-TERM  MID-TERM   COMPOSITE  EQUITY FUND
                               BOND FUND   BOND FUND    FUND     ------------
                                  1995       1995       1995      1995  1994
                               ----------  ---------  ---------  ------ -----
<S>                            <C>         <C>        <C>        <C>    <C>
Unit value, beginning of
 period.......................   $1.08(a)    $1.11(a)   $3.14(c) $ 1.05 $1.03(b)
                                 =====       =====      =====    ====== =====
Unit value, end of year.......   $1.10       $1.16      $3.39    $ 1.43 $1.05
                                 =====       =====      =====    ====== =====
Units outstanding, end of
 year.........................     302          28      2,688    12,411   174
                                 =====       =====      =====    ====== =====
</TABLE>
 
<TABLE>
<CAPTION>
                                                  SCUDDER                  TCI
                                   ------------------------------------- -------
                                           CAPITAL GROWTH  INTERNATIONAL
                                    BOND       FUND(b)        FUND(b)    GROWTH
                                   FUND(a) --------------- ------------- FUND(e)
                                    1995    1995    1994    1995   1994   1995
                                   ------- ------- ------- ------ ------ -------
<S>                                <C>     <C>     <C>     <C>    <C>    <C>
Unit value, beginning of period... $10.68  $ 14.67 $ 14.50 $10.80 $10.66  11.14
                                   ======  ======= ======= ====== ====== ======
Unit value, end of year........... $11.30  $ 18.64 $ 14.67 $11.85 $10.80 $12.18
                                   ======  ======= ======= ====== ====== ======
Units outstanding, end of year....     35    2,011     737    715     17  4,409
                                   ======  ======= ======= ====== ====== ======
</TABLE>
 
<TABLE>
<CAPTION>
                              CALVERT                  FIDELITY
                            ----------- ---------------------------------------
                            RESPONSIBLY
                             INVESTED        VIP        VIP II       VIP II
                               FUND     EQUITY-INCOME CONTRA FUND ASSET MANAGER
                              1995(a)   FUND 1995(a)    1995(e)   FUND 1995(a)
                            ----------- ------------- ----------- -------------
<S>                         <C>         <C>           <C>         <C>
Unit value, beginning of
 period....................    $1.89       $17.68       $12.41       $14.87
                               =====       ======       ======       ======
Unit value, end of year....    $2.01       $19.43       $13.85       $15.66
                               =====       ======       ======       ======
Units outstanding, end of
 year......................      115          449          756        1,178
                               =====       ======       ======       ======
</TABLE>
- -------
(a)For the period August 25, 1995 (Commencement of Operations) to December 31,
1995.
(b)For the period December 21, 1994 (Commencement of Operations) to December
31, 1994.
(c)For the period February 23, 1995 (Commencement of Operations) to December
31, 1995.
(d)For the period March 3, 1995 (Commencement of Operations) to December 31,
1995.
(e)For the period June 19, 1995 (Commencement of Operations) to December 31,
1995.
 
                                       50
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Shareholders
 of American Life Separate Account No. 3:
 
  We have audited the accompanying statement of assets and liabilities of
American Life Separate Account No. 3 as of December 31, 1995, and the related
statement of operations for the year then ended and the statements of changes
in net assets and financial highlights for the year ended December 31, 1995 and
for the period December 21, 1994 (commencement of operations) to December 31,
1994. These financial statements and financial highlights are the
responsibility of the Separate Account's management. Our responsibility is to
express an opinion on these financial statements and financial highlights 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.
 
  In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
American Life Separate Account No. 3 as of December 31, 1995, and the results
of its operations for the year then ended and the changes in its net assets and
financial highlights for the year ended December 31, 1995 and for the period
December 21, 1994 (commencement of operations) to December 31, 1994 in
conformity with generally accepted accounting principles.
 
 
/s/ Arthur Andersen LLP
New York, New York
February 20, 1996
 
                                       51
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To The American Life Insurance Company of New York:
 
  We have audited the accompanying statements of financial condition of The
American Life Insurance Company of New York as of December 31, 1995 and 1994,
and the related statements of operations and surplus and cash flows for the
years then ended. These financial statements are the responsibility of the
Company'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. 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 The American Life Insurance
Company of New York as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
 
/s/ Arthur Andersen LLP
New York, New York
February 20, 1996
 
                                       52
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                       STATEMENTS OF FINANCIAL CONDITION
 
                           DECEMBER 31, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                       1995           1994
                                                  -------------- --------------
<S>                                               <C>            <C>
ASSETS:
 GENERAL ACCOUNT ASSETS:
  Bonds and notes (Note 3)....................... $1,240,444,851 $1,161,336,455
  Cash and short-term investments................     14,821,448     22,568,986
  Mortgage loans.................................     15,690,436     27,047,563
  Real estate....................................        994,916      1,464,537
  Policy loans...................................      8,692,368      9,372,315
  Other invested assets..........................        163,000        145,000
  Investment income accrued......................     17,467,391     21,363,704
  Federal income tax recoverable.................      6,899,772      5,588,116
  Receivables....................................      2,564,074      4,090,656
  Due from affiliates............................     11,399,146            --
                                                  -------------- --------------
    Total general account assets.................  1,319,137,402  1,252,977,332
  Separate account assets........................     14,997,817      3,060,042
                                                  -------------- --------------
TOTAL ASSETS..................................... $1,334,135,219 $1,256,037,374
                                                  ============== ==============
LIABILITIES AND SURPLUS:
 GENERAL ACCOUNT LIABILITIES:
  Insurance and annuity reserves................. $1,196,289,341 $1,115,176,428
  Other contract liabilities and reserves........     14,325,753     10,556,106
  Dividends payable to contract and policy hold-
   ers...........................................        125,102        122,806
  Interest maintenance reserve...................     26,134,219     46,029,105
  Due to affiliates..............................            --       6,086,362
  Other liabilities..............................      3,952,291        598,359
                                                  -------------- --------------
    Total general account liabilities............  1,240,826,706  1,178,569,166
  Separate account reserves and liabilities......     14,997,817      3,060,042
                                                  -------------- --------------
    Total liabilities............................  1,255,824,523  1,181,629,208
                                                  -------------- --------------
ASSET VALUATION RESERVE (NOTE 2).................      9,744,362      8,714,158
                                                  -------------- --------------
SURPLUS:
  Capital stock, $4.55 par value, 1,100,000
   shares authorized, 550,000 shares issued and
   outstanding...................................      2,502,500      2,502,500
  Assigned surplus (Note 9)......................     43,548,059     43,548,059
  Unassigned surplus.............................     22,515,775     19,643,449
                                                  -------------- --------------
    Total surplus................................     68,566,334     65,694,008
                                                  -------------- --------------
TOTAL LIABILITIES AND SURPLUS.................... $1,334,135,219 $1,256,037,374
                                                  ============== ==============
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       53
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                      STATEMENTS OF OPERATIONS AND SURPLUS
 
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                        1995          1994
                                                    ------------  ------------
<S>                                                 <C>           <C>
INCOME:
  Annuity considerations and deposits (Note 4)..... $135,514,551  $ 86,633,831
  Life and disability insurance premiums (Note 4)..   28,893,823    30,365,223
                                                    ------------  ------------
    Total considerations and premiums..............  164,408,374   116,999,054
  Reserve adjustment on reinsurance ceded (Note 4).   (1,869,970)   (1,584,494)
  Net investment income (Note 8)...................   97,172,428    89,217,703
  Other, net.......................................      211,282       355,243
                                                    ------------  ------------
    Total income...................................  259,922,114   204,987,506
                                                    ------------  ------------
DEDUCTIONS:
  Increase in insurance and annuity reserves.......   94,914,650    37,540,895
  Annuity and surrender benefits...................  106,252,323   116,774,722
  Death and disability benefits....................   24,697,491    25,917,744
  Operating expenses (Note 8)......................   28,763,791    25,044,907
  Other, net.......................................      641,253     1,043,395
                                                    ------------  ------------
    Total deductions...............................  255,269,508   206,321,663
                                                    ------------  ------------
    Net gain (loss) before dividends...............    4,652,606    (1,334,157)
DIVIDENDS TO CONTRACT AND POLICY HOLDERS...........      123,083       115,880
                                                    ------------  ------------
    Net gain (loss) from operations................    4,529,523    (1,450,037)
FEDERAL INCOME TAX BENEFIT.........................      650,172     2,131,416
NET REALIZED CAPITAL LOSSES (NOTE 2)...............     (898,056)          --
                                                    ------------  ------------
    Net income.....................................    4,281,639       681,379
SURPLUS TRANSACTIONS:
  Change in asset valuation reserve................   (1,030,204)     (844,455)
  Net unrealized capital losses....................      (72,113)     (979,262)
  Change in non-admitted assets....................      361,144      (286,154)
  Change in liability for reserve strengthening
   (Note 2)........................................          --     (3,217,870)
  Capital contribution (Note 9)....................          --     10,000,000
  Other, net.......................................     (668,140)     (930,579)
                                                    ------------  ------------
    Net change in surplus..........................    2,872,326     4,423,059
SURPLUS, AT BEGINNING OF YEAR......................   65,694,008    61,270,949
                                                    ------------  ------------
SURPLUS, AT END OF YEAR............................ $ 68,566,334  $ 65,694,008
                                                    ============  ============
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       54
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                            STATEMENTS OF CASH FLOWS
 
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
 
<TABLE>
<CAPTION>
                                                        1995          1994
                                                        ----          ----
<S>                                                 <C>           <C>
CASH PROVIDED:
  Premium and annuity funds received............... $164,408,374  $139,623,626
  Investment income received.......................   94,994,832    87,924,678
  Reserve adjustment on reinsurance ceded..........   (1,684,005)   (1,584,495)
  Other, net.......................................       25,317        64,722
                                                    ------------  ------------
     Total receipts................................  257,744,518   226,028,531
                                                    ------------  ------------
  Benefits paid....................................  129,616,481   140,352,356
  Dividends paid to contract and policy holders....      111,958       127,196
  Insurance and operating expenses paid............   28,218,770    27,859,815
  Net transfers to separate accounts...............   10,416,724     2,343,625
                                                    ------------  ------------
     Total payments................................  168,363,933   170,682,992
                                                    ------------  ------------
     Net cash from operations......................   89,380,585    55,345,539
  Proceeds from long-term investments sold, matured
   or repaid.......................................  572,678,629   317,293,169
  Capital contribution (Note 9)....................          --     10,000,000
  Federal income tax benefit on securities transac-
   tions...........................................    7,718,071       349,786
  Other, net.......................................    4,123,864     9,659,531
                                                    ------------  ------------
     Total cash provided...........................  673,901,149   392,648,025
                                                    ------------  ------------
CASH APPLIED:
  Cost of long-term investments acquired...........  664,688,811   397,300,231
  Other, net.......................................   16,959,876     4,703,363
                                                    ------------  ------------
     Total cash applied............................  681,648,687   402,003,594
                                                    ------------  ------------
     Net change in cash and short-term investments.   (7,747,538)   (9,355,569)
CASH AND SHORT-TERM INVESTMENTS:
  Beginning of year................................   22,568,986    31,924,555
                                                    ------------  ------------
  End of year...................................... $ 14,821,448  $ 22,568,986
                                                    ============  ============
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       55
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                         NOTES TO FINANCIAL STATEMENTS
 
                           DECEMBER 31, 1995 AND 1994
 
1. ORGANIZATION
 
  The American Life Insurance Company of New York ( the "Company") is a stock
life insurance company licensed in all fifty states, the District of Columbia,
and the U.S. Virgin Islands. The Company is a wholly owned subsidiary of Mutual
of America Corporation. Mutual of America Corporation is a wholly owned
subsidiary of Mutual of America Life Insurance Company ("Mutual of America").
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of Operations
 
  The Company provides retirement and employee benefit plans in the small to
medium size case area, principally to employees in for-profit organizations.
Operations are conducted through both a network of regional field offices and
the use of direct mail.
 
 Basis of Presentation
 
  The Company is licensed under New York Insurance Law as a stock life
insurance company. The accompanying financial statements are prepared in
accordance with accounting practices prescribed or permitted by the New York
State Insurance Department. Such statutory accounting practices are considered
to be generally accepted accounting principles ("GAAP") for stock life
insurance companies which are wholly owned subsidiaries of a mutual life
insurance company. The ability of the Company to fulfill its obligations to
contractholders and policyholders is of primary concern to insurance regulatory
authorities. As such, the financial statements are oriented to the insuring
public.
 
  The Financial Accounting Standards Board ("FASB") issued an interpretation
declaring that financial statements of mutual life insurance companies,
including stock life insurance companies that are wholly owned by a mutual life
insurance company, which are prepared on the basis of statutory accounting
principles, will no longer be considered to be in conformity with GAAP. This
interpretation applies to financial statements issued for fiscal years
beginning after December 15, 1995. Further, this interpretation requires that
insurers whose financial statements purport to be in conformity with GAAP
follow all applicable guidance from which they are not specifically exempt. In
addition, certain accounting principles for mutual life insurance companies,
which will ultimately be required to be in compliance with GAAP, have been
determined by the FASB and the American Institute of Certified Public
Accountants. The Company has not yet quantified the financial impact of this
interpretation.
 
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates.
 
 Accounting policies applied in the preparation and presentation of the
financial statements follow.
 
 
                                       56
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
                           DECEMBER 31, 1995 AND 1994
 
 Disclosure About Fair Value of Financial Instruments
 
  Statement of Financial Accounting Standards No. 107 ("SFAS 107") requires all
entities to disclose the fair value, where practicable, of its financial
instruments. SFAS 107 does not require disclosure of certain financial
instruments such as insurance contracts other than financial guarantees and
investment contracts. Fair value estimates, methods and significant assumptions
are disclosed in each of the relevant footnotes which follow.
 
 Asset Valuations
 
  Investment valuations are prescribed by the National Association of Insurance
Commissioners ("NAIC"). Bonds qualifying for amortization are stated at
amortized cost; short-term investments in good standing are stated at cost.
Fair value for these securities (approximately $1.3 billion in 1995 and $1.1
billion in 1994) is determined by reference to market prices quoted by the
NAIC. If quoted market prices are not available, fair value is determined using
quoted prices for similar securities. All other bonds and short-term notes are
stated at market value which approximates fair value. Mortgage loans are
carried at amortized indebtedness. Fair value for these loans (approximately
$16.2 million in 1995 and $27.2 million in 1994) is determined by discounting
the expected future cash flows using the current rate at which similar loans
would be made to borrowers with similar credit ratings and remaining
maturities. Impairments of individual assets that are considered to be other
than temporary are recognized when incurred.
 
  Policy loans are stated at the unpaid balance of the loan. The majority of
such loans are issued with variable interest rates which are periodically
adjusted based upon changes in the rates credited to these policies, and
therefore are considered to be stated at fair value.
 
  Real estate investments are stated at cost less accumulated depreciation,
which approximates fair value.
 
  Certain other assets, such as furniture and fixtures and prepaid expenses,
are excluded from the statements of financial condition ("non-admitted
assets"). Such assets totaled $.5 million and $.9 million at December 31, 1995
and 1994, respectively.
 
 Interest Maintenance and Asset Valuation Reserves
 
  Realized gains and losses, net of applicable taxes, arising from changes in
interest rates are accumulated in the Interest Maintenance Reserve ("IMR") and
are amortized into net investment income over the estimated remaining life of
the investment sold. All other realized gains and losses are reported in the
statements of operations and surplus.
 
  An Asset Valuation Reserve ("AVR"), that applies to the specific risk
characteristics of all invested asset categories excluding cash, policy loans
and investment income accrued has been established based on a statutory
formula. Realized and unrealized gains and losses arising from changes in the
creditworthiness of the borrower are included in the appropriate subcomponent
of the AVR. Changes in the AVR are applied directly to unassigned surplus.
 
 Separate Account Operations
 
  Certain life insurance premiums and annuity considerations may be invested at
the participants' discretion in separate accounts; either a multifund account,
which is managed by Mutual of America Capital Management Corporation or certain
other funds which are managed by outside investment advisors. All of the funds'
investment experience is allocated to participants. Investments held in the
separate accounts are stated at market value, which is equal to fair value.
Participants' corresponding equity in the separate accounts is reported as
liabilities in the accompanying statements. Operating results of the separate
accounts are combined with the Company's other business in the accompanying
statements. Net operating gains, including net realized and unrealized capital
gains in the separate accounts are offset by increases to reserve liabilities
in the respective separate accounts.
 
                                       57
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
                           DECEMBER 31, 1995 AND 1994
 
 Insurance and Annuity Reserves
 
  Reserves for annuity contracts are computed on the net single premium method
and represent the estimated present value of future retirement benefits. These
reserves are based on mortality and interest rate assumptions (ranging
primarily from 3.5% to 9.25%) which meet statutory requirements. Reserves for
contractual funds not yet used for the purchase of annuities are accumulated at
various interest rates which, during 1995 and 1994 ranged from 5.0% to 6.25%
and 4.5% to 6.25%, respectively, and are deemed sufficient to provide for
contractual surrender values of these funds. Reserves for life and disability
insurance are based on mortality, morbidity and interest rate assumptions which
meet statutory requirements.
 
  Contractual funds not yet used to purchase retirement annuities and other
deposit liabilities are stated at their cash surrender value, which
approximates fair value ($492.9 million and $468.1 million) at December 31,
1995 and 1994, respectively. The fair value of annuity contracts, approximately
$683.7 million and $532.4 million at December 31, 1995 and 1994, respectively,
was determined by discounting expected future benefits using current mortality
tables and interest rates based on the duration of expected future benefits. A
weighted average rate of 6.21% and 8.28% was used at December 31, 1995 and
1994, respectively.
 
  In 1994, the Company changed the interest rates used to value certain annuity
and deposit type contracts issued prior to January 1, 1994. The effect of such
changes was to increase policyholder liabilities above the minimum statutory
requirements and to reduce surplus by $3.2 million at December 31, 1994.
 
 Premiums, Annuity Considerations, Investment Income and Expenses
 
  Annuity considerations are recognized as income when due; considerations for
deposit type contracts are recognized as income when received. Group life and
disability insurance premiums are recognized as income over the contract
period. Investment income is reported as earned and is presented net of related
investment expenses. Operating expenses, including acquisition costs such as
distributions and underwriting expenses associated with new business, are
charged to operations as incurred.
 
 Dividends
 
  Dividends are based on formulas and scales approved by the Board of Directors
and are accrued currently for payment subsequent to plan anniversary dates.
 
3. DEBT SECURITIES HELD AS ASSETS
 
  The statement values and estimated market values of investments in debt
securities at December 31, 1995 are shown below. Excluding U.S. Government and
government agency investments, the Company is not exposed to any significant
concentration of credit risk.
 
<TABLE>
<CAPTION>
                                                  GROSS      GROSS    ESTIMATED
                                     STATEMENT  UNREALIZED UNREALIZED   MARKET
             CATEGORY                  VALUE      GAINS      LOSSES     VALUE
             --------                ---------- ---------- ---------- ----------
                                                   (000'S OMITTED)
<S>                                  <C>        <C>        <C>        <C>
U.S. Treasury securities and
 obligations of
 U.S. Government corporations and
 agencies..........................  $  519,433  $36,436     $   80   $  555,789
Obligations of states and political
 subdivisions......................       6,639       63         27        6,675
Debt securities issued by foreign
 governments.......................      46,999    5,173        --        52,172
Corporate securities...............     679,361   33,510      3,398      709,473
                                     ----------  -------     ------   ----------
    Total..........................  $1,252,432  $75,182     $3,505   $1,324,109
                                     ==========  =======     ======   ==========
</TABLE>
 
 
                                       58
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
                           DECEMBER 31, 1995 AND 1994
 
  Short-term securities with a statement value and estimated market value of
$12.0 million are included in the above table. As of December 31, 1995, the
Company has $3.5 million (par value $3.1 million) of its long-term debt
securities on deposit with various state regulatory agencies.
 
  The statement values and estimated market values of investments in debt
securities at December 31,1995, by contractual maturity, are shown below. Debt
securities are stated at contractual maturity with the exception of mortgage-
backed securities which are stated at expected maturity. Expected maturities
may differ from contractual maturities because borrowers may have the right to
prepay obligations with or without prepayment penalties.
 
<TABLE>
<CAPTION>
                                                                     ESTIMATED
                                                          STATEMENT    MARKET
                                                            VALUE      VALUE
                                                          ---------- ----------
                                                             (000'S OMITTED)
                                                          ---------------------
<S>                                                       <C>        <C>
 Due in one year or less................................. $   39,988 $   40,304
 Due after one year through five years...................    248,695    257,586
 Due after five years through ten years..................    446,795    468,074
 Due after ten years.....................................    516,954    558,145
                                                          ---------- ----------
  Total.................................................. $1,252,432 $1,324,109
                                                          ========== ==========
</TABLE>
 
  Proceeds from the sale of investment securities during 1995 were $568.2
million. Gross gains of $2.1 million and gross losses of $26.0 million were
realized on these sales, of which $15.6 million of losses was accumulated (net
of applicable taxes of $8.3 million) in the IMR. Such amounts will be amortized
into investment income over the estimated remaining life of the investment
sold. During the year, $4.3 million of the IMR (net of applicable taxes of $2.3
million) was amortized and included in net investment income.
 
  The statement values and estimated market values of investments in debt
securities at December 31, 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                 GROSS      GROSS    ESTIMATED
                                    STATEMENT  UNREALIZED UNREALIZED   MARKET
             CATEGORY                 VALUE      GAINS      LOSSES     VALUE
- ----------------------------------- ---------- ---------- ---------- ----------
                                                  (000'S OMITTED)
<S>                                 <C>        <C>        <C>        <C>
U.S. Treasury securities and obli-
 gations of U.S.
 Government corporations and agen-
 cies.............................. $  373,954   $1,384    $24,110   $  351,228
Debt securities issued by foreign
 governments.......................     48,276      158      2,670       45,764
Corporate securities...............    756,672    2,152     69,659      689,165
                                    ----------   ------    -------   ----------
  Total............................ $1,178,902   $3,694    $96,439   $1,086,157
                                    ==========   ======    =======   ==========
</TABLE>
 
 
  Short-term securities with a statement value and estimated market value of
$17.6 million are included in the above table. As of December 31, 1994, the
Company had $3.0 million (par value $2.6 million) of its long-term debt
securities portfolio on deposit with various state regulatory agencies.
 
  Proceeds from the sale of investment securities during 1994 were $248.3
million. Gross gains of $1.6 million and gross losses of $15.2 million were
realized on these sales, of which $8.8 million of losses was accumulated (net
of applicable taxes of $4.8 million) in the IMR. Such amounts will be amortized
into
 
                                       59
<PAGE>
 
                THE AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
                           DECEMBER 31, 1995 AND 1994
investment income over the estimated remaining life of the investment sold.
During the year, $6.1 million of the IMR (net of applicable taxes of $3.3
million) was amortized and included in net investment income.
 
4. REINSURANCE AND RELATED TRANSACTIONS
 
  The Company has a bulk co-insurance agreement with its ultimate parent,
Mutual of America, covering certain nonpension insurance business. In
consideration for additional reserves assumed under this agreement, the Company
assumed premiums and annuity considerations of $102.9 million and $64.2 million
in 1995 and 1994, respectively. Total reserve liabilities reinsured under this
agreement were as follows:
 
<TABLE>
<CAPTION>
                                                   1995    1994
                                                  ------  ------
                                                  (IN MILLIONS)
         <S>                                      <C>     <C>
         Life and annuity........................ $768.0  $682.1
         Funding agreements......................  $63.3  $ 68.0
         Other reserves..........................  $10.1  $  3.8
</TABLE>
 
5. PENSION PLAN AND POSTRETIREMENT BENEFITS
 
  Mutual of America is the administrator for a qualified, noncontributory
defined benefit pension plan covering substantially all of its own and the
Company's eligible employees. Benefits are generally based on years of service
and final average salary. Mutual of America's funding policy is to contribute
annually, at a minimum, the amount necessary to satisfy the funding
requirements under the Employee Retirement Income Security Act of 1974
("ERISA").
 
  Pension plan assets consist of an interest in Mutual of America's general
account, participation in one of Mutual of America's separate accounts and
participation in certain other funds managed by outside investment advisors.
The accounting for this pension plan is in accordance with the provisions of
Statement of Financial Accounting Standards No. 87, "Employers' Accounting for
Pensions." Pension expense allocated to the Company for 1995 and 1994 was $663
thousand and $593 thousand, respectively.
 
  In addition to the above noncontributory defined benefit plan, all employees
may participate in a 401(k) savings plan under which the Company matches half
of the employees' basic contribution up to 6% of salary. The cost of the plan
was approximately $280 and $247 in 1995 and 1994, respectively.
 
  Mutual of America also administers two defined benefit postretirement plans
providing medical, dental and life insurance benefits. These plans cover
substantially all of its own and the Company's salaried employees. Employees
may become eligible for such benefits upon attainment of retirement age while
in the employ of the Company and satisfaction of service requirements. The
accounting for such postretirement benefits is in accordance with Statement of
Financial Accounting Standards No. 106, "Accounting for Postretirement Benefits
Other Than Pensions." Postretirement benefit expense allocated to the Company
for the years ended 1995 and 1994 was $185 thousand and $218 thousand,
respectively.
 
6. COMMITMENTS AND CONTINGENCIES
 
  The Company is involved in various legal actions which have arisen in the
course of the Company's business. In the opinion of management, the ultimate
liability with respect to such lawsuits as well as other contingencies is not
considered to be material in relation to the Company's financial statements.
 
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<PAGE>
 
7. FEDERAL INCOME TAXES
 
  The tax provision for the Company was calculated in accordance with the
Internal Revenue Code, as amended. The Company files federal tax returns on a
separate company basis. Differences between the Company's effective tax rate
and the expected income tax computed by applying the federal income tax rate of
34% to net gain (loss) from operations before federal income taxes result from
the recognition of revenues and expenses in different periods for statutory and
tax reporting purposes and are primarily due to policyholder reserves, deferred
acquisition costs and realized capital gains.
 
8. RELATED PARTY TRANSACTIONS
 
  Mutual of America has incurred operating and investment-related costs in
connection with the use of its personnel and property on behalf of the Company.
During 1995 and 1994, operating and investment-related expenses of $17.2
million and $1.2 million, and $15.2 million and $1.1 million, respectively,
were charged to the Company and are reflected in the accompanying Statements of
Operations and Surplus.
 
9. CAPITAL TRANSACTIONS
 
  During 1994, the Company received a capital contribution of $10.0 million
from Mutual of America Corporation. No capital contributions were received in
1995.
 
 
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