ITEM 1. BUSINESS
"Fortis Benefits/Fortis Financial Group Member" on page 8, and Further Information About Fortis Benefits" on pages 17 through 23 of the prospectus attached hereto as Exhibit No. 99 are incorporated herein.
ITEM 2.

ITEM 2. PROPERTIES
"Employees and Facilities" from page 21 of the prospectus attached hereto as Exhibit No. 99 is incorporated herein by reference.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits, none of which, in the opinion of the Company counsel, will result in a material liability.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" from page 18 of the prospectus attached hereto as Exhibit No. 99, is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 through 23 of the prospectus attached hereto as Exhibit No. 99 is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
"FORTIS BENEFITS Financial Statements" contained in the prospectus attached hereto as Exhibit No. 99 is incorporated by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"Directors and Executive Officers of the Registrant" on page 21 of the prospectus attached hereto as Exhibit No. 99 is incorporated herein by reference.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
"Executive Compensation" on pages 22 and 23 of the prospectus attached hereto as Exhibit No. 99 is incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------
(1) All of Fortis Benefits' outstanding shares are owned by Time Insurance Company, 515 West Wells, Milwaukee, WI, 53201, which is itself wholly owned by Fortis, Inc., One World Trade Center, Suite 5001, New York, NY 10048. Fortis, Inc. in turn is wholly owned by Fortis International, Inc., which is wholly owned by AMEV/VSB 1990 N.B. both of which share the same address with N.V. AMEV., Archimiedeslaan 10, 3584 BA, Utrecht, The Netherlands. AMEV/VSB 1990 N.V. is 50% owned by N.V. AMEV and 50% owned, through certain subsidiaries, by Compaignie Financiere et de Reassurance du Groupe AG, Boulevard Emile Jacqmain 53, 1000 Brussels, Belgium.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1)The following financial statements of Fortis Benefits Insurance Company are included in Item 8:
Report of Independent Auditors
Balance Sheets at December 31, 1995 and 1994
Statements of Income for the years ended December 31, 1995, 1994 and 1993
Statements of Changes in Shareholder's Equity for the years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993.
Notes to Financial Statements
(2) The following financial statement schedules of Fortis Benefits Insurance Company are included in Item 8:
I. Summary of Investments--Other than investments in Related Parties.
IV. Reinsurance.
V. Valuation and Qualifying Accounts.
All other schedules to the financial statements required by Article 7 of the Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) Listing of Exhibits
3.(a) Articles of Incorporation of Fortis Benefits Insurance Company (incorporated by reference from Form S-6 Registration Statement of Fortis Benefits and its Variable Account C filed on March 17, 1986, File No. 33-03919);
(b) By-laws of Fortis Benefits Insurance Company (incorporated by reference from Form S-6 Registration Statement of Fortis Benefits and its Variable Account C filed on March 17, 1986, File No. 33-03919);
(c) Amendments to Articles of Incorporation and By-laws dated November 21, 1991 (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577).
4.(a) Form of Combination Fixed and Variable Group Annuity Contract (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(b) Form of Certificate to be used in connection with Contract filed as Exhibit 4(a) (incorporated by reference from the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(c) Form of Application to be used in connection with Certificate filed as Exhibit 4(b) (incorporated by reference from Post-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 2, 1992, File No. 33-37577);
(d) Form of IRA Endorsement (incorporated by reference from Pre-Effective Amendment No. 1 to Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 28, 1991, File No. 33-37577);
(e) Form of Section 403(b) Annuity Endorsement (incorporated by reference from Post-Effective Amendment No. 3 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on March 1, 1990, File No. 33-19421);
(f) Annuity Contract Exchange Form (incorporated by reference from Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its Variable Account D filed on April 19, 1988, File No. 33-19421).
10. Fortis, Inc. Executive Incentive Compensation Plan (incorporated by reference from Amendment No. 1 to Form S-1 Registration Statement of Fortis Benefits filed on March 28, 1991, File No. 33-37576).
24. Power of Attorney for Messrs. Freedman, Gaddy, Mackin, Meler, Mahoney, Clancy, Keller, Greiter and Clayton (incorporated by reference from Exhibit 11 to Form S-6 registration statement of Fortis Benefits, File No. 33-73138 filed on December 17, 1993).
99. Form of prospectus to be filed as part of Form S-1 Amended Registration Statement of Fortis Benefits.
(b) Reports on Form 8-K filed in the fourth quarter of 1995
None
(c) Exhibits
Included in 14 (a)(3) above
(d) Financial Statements Schedules
Included in 14 (a)(2) above
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FORTIS BENEFITS INSURANCE COMPANY Registrant
March 28, 1996 By ----------------------------------------- Robert B. Pollock, PRESIDENT AND CHIEF EXECUTIVE OFFICER
March 28, 1996 By ----------------------------------------- Michael J. Peninger, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The following persons represent a majority of the Board of Directors of Fortis Benefits Insurance Company:
By* ------------------------------------- Chairman of the March 28, 1996 Allen Royal Freedman Board
By ------------------------------------- President and Chief March 28, 1996 Robert B. Pollock Executive Officer
By ------------------------------------- Senior Vice March 28, 1996 Dean C. Kopperud President
By* ------------------------------------- Executive Vice March 28, 1996 Thomas Michael Keller President
By* ------------------------------------- Director March 28, 1996 Henry Carrol Mackin
By* ------------------------------------- Robert B. Pollock, ATTORNEY-IN-FACT