<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549
                               ------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000
                              ---------------------

              Securities and Exchange Commission File No. 812-06037

            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   22-2265014
                      (I.R.S. Employer Identification No.)

                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Address of principal executive offices)

                                 (617) 663-3200
              (Registrant's telephone number, including area code)

                              ---------------------

Indicated by check mark whether the registrant (1) has filed reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

            __X__ Yes                                            _____ No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's sole class of common stock, as
of June 30, 2000 was 2,600.



<PAGE>   2


            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA


                          Quarterly Report on Form 10-Q
                       For the period ended June 30, 2000

                                Table of Contents
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                                                                               Page
<S>                                                                                                                             <C>
Part I         Financial Information                                                                                            3
Item 1.        Consolidated Financial Statements                                                                                3
               Consolidated Balance Sheets as at June 30, 2000 and December 31, 1999                                            3
               Consolidated Statements of Income for the three months and six months ended June 30, 2000 and 1999               4
               Consolidated Statement of Changes in Shareholder's Equity as of June 30, 2000                                    5
               Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999                            6
               Notes to Consolidated Financial Statements                                                                       7
Item 2.        Management's Discussion and Analysis of Results of Operations and Financial Condition                            8
Part II        Other Information
Item 1         Legal Proceedings                                                                                                12
Item 2         Changes in Securities                                                                                            12
Item 3         Defaults upon Senior Securities                                                                                  12
Item 4         Submission of Matters to a Vote of Security Holders                                                              12
Item 5         Other Information                                                                                                12
Item 6A        Exhibits                                                                                                         12
Item 6B        Reports on Form 8-K                                                                                              15
</TABLE>
                                                                               2
<PAGE>   3


THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  AS AT                   AS AT
                                                                                JUNE 30             DECEMBER 31
ASSETS  ($ thousands)                                                              2000                    1999
-----------------------------------------------------------------------------------------------------------------
                                                                            (UNAUDITED)
<S>                                                                      <C>                   <C>
INVESTMENTS
   Fixed maturity securities available-for-sale, at fair value
   (amortized cost:  2000 $135,373; 1999 $156,382)                       $      131,908        $       152,922
   Short-term investments                                                        52,221                 41,311
   Policy loans                                                                   8,563                  7,049
-----------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS                                                        $      192,692        $       201,282
-----------------------------------------------------------------------------------------------------------------

Cash and cash equivalents                                                $       20,767        $        27,790
Accrued investment income                                                         2,137                  2,630
Deferred acquisition costs                                                      788,499                655,294
Other assets                                                                     23,608                 19,341
Due from reinsurers                                                             771,750                797,746
Separate account assets                                                      17,324,315             16,022,215
-----------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                             $   19,123,768        $    17,726,298
-----------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDER'S EQUITY  ($ thousands)
-----------------------------------------------------------------------------------------------------------------
LIABILITIES:
   Policyholder liabilities and accruals                                 $      138,646        $       139,764
   Payable to affiliates                                                          6,301                 10,267
   Notes payable to affiliates                                                  409,350                311,100
   Payable for undelivered securities                                             1,858                      -
   Deferred income taxes                                                         58,399                 46,533
   Other liabilities                                                             46,414                 50,577
   Due to reinsurers                                                            780,093                808,599
   Separate account liabilities                                              17,324,315             16,022,215
-----------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                        $   18,765,376        $    17,389,055
-----------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY:
   Common stock (par value $1,000 per share-authorized, 3,000
     shares; issued and outstanding, 2,600 shares)                       $        2,600        $         2,600
   Additional paid-in capital                                                   207,102                207,102
   Retained earnings                                                            152,328                130,145
   Accumulated other comprehensive loss                                          (3,638)                (2,604)
-----------------------------------------------------------------------------------------------------------------
Total shareholder's equity                                               $      358,392        $       337,243
-----------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                               $   19,123,768        $    17,726,298
-----------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.


                                                                               3
<PAGE>   4



THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)




<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                        JUNE 30                       JUNE 30
 ($ thousands)                                                        2000         1999             2000         1999
---------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>          <C>            <C>          <C>
REVENUES:
     Fees from separate accounts and policyholder funds           $ 68,788     $ 52,584       $  134,737   $  101,595
     Advisory fees and other distribution revenues                  40,674       29,693           79,739       56,443
     Premiums                                                            8           14               67           23
     Net investment income                                           3,386        3,150            6,832        6,197
     Net realized investment gains (losses)                           (484)        (169)          (1,060)          34
---------------------------------------------------------------------------------------------------------------------
TOTAL REVENUE                                                     $112,372     $ 85,272       $  220,315   $  164,292
---------------------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES:
     Benefits to policyholders                                    $  1,907     $  1,385       $    3,710   $    2,718
     Amortization of deferred acquisition costs                     30,785        9,254           47,156       24,632
     Other insurance expenses                                       62,042       47,727          123,826       90,086
     Financing costs                                                 6,517        2,464           11,297        7,112
---------------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES                                       $101,251     $ 60,830       $  185,989   $  124,548
---------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                        $ 11,121     $ 24,442       $   34,326   $   39,744
---------------------------------------------------------------------------------------------------------------------
INCOME TAX EXPENSE                                                $  3,972     $  8,718       $   12,143   $   14,117
---------------------------------------------------------------------------------------------------------------------
NET INCOME                                                        $  7,149     $ 15,724       $   22,183   $   25,627
---------------------------------------------------------------------------------------------------------------------
</TABLE>




See accompanying notes.

                                                                               4
<PAGE>   5














THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                                                          OTHER           TOTAL
                                             COMMON       ADDITIONAL      RETAINED     COMPREHENSIVE  SHAREHOLDER'S
  ($thousands)                                STOCK    PAID-IN CAPITAL    EARNINGS        INCOME         EQUITY
  -------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>            <C>           <C>
  Balance at January 1, 2000                 $2,600         $207,102       $130,145       $(2,604)      $  337,243
  Comprehensive income (note 3)                   -                -         22,183        (1,034)          21,149
  -------------------------------------------------------------------------------------------------------------------
  BALANCE, JUNE 30, 2000                     $2,600         $207,102       $152,328       $(3,638)      $  358,392
  -------------------------------------------------------------------------------------------------------------------
</TABLE>



See accompanying notes.


                                                                               5
<PAGE>   6



THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                 SIX MONTHS ENDED
                                                                                                     JUNE 30
($ thousands)                                                                                2000              1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
OPERATING ACTIVITIES:
Net income                                                                            $    22,183       $    25,627
Adjustments to reconcile net income to net income to net cash used in operating
activities:
     Amortization of bond discount and premium                                                143               416
     Benefits to policyholders                                                              3,710             2,718
     Provision for deferred income tax                                                     12,423             7,710
     Net realized investment losses (gains)                                                 1,060               (34)
     Amortization of deferred acquisition costs                                            47,156            24,632
     Acquisition costs deferred                                                          (181,878)         (100,512)
     Changes in assets and liabilities:
         Accrued investment income                                                            493              (542)
         Other assets                                                                      (4,267)             (365)
         Payable to affiliates                                                             (3,966)           10,491
         Other liabilities                                                                 (4,163)             (481)
--------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                 $  (107,106)      $   (30,340)
--------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Fixed-maturity securities sold, matured or repaid                                          68,075            64,433
Fixed-maturity securities purchased                                                   $   (48,269)      $   (67,723)
Net change in short-term investments                                                      (10,979)          (11,578)
Net change in policy loans                                                                 (1,514)             (275)
Net change in receivable for undelivered securities                                             -           (11,643)
Net change in payable for undelivered securities                                            1,858            14,208
--------------------------------------------------------------------------------------------------------------------
Net cash provided by/(used in) investing activities                                   $     9,171       $   (12,578)
--------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net reinsurance consideration                                                         $    (2,510)      $        76
Deposits to policyholder funds                                                             25,056            26,246
Return of policyholder funds                                                              (29,884)           (6,756)
Increase in notes payable to affiliates                                                    98,250            22,281
--------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                             $    90,912       $    41,847
--------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents during the period                               $    (7,023)      $    (1,071)
Cash and cash equivalents at beginning of year                                             27,790            10,320
--------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                                                                $    20,767       $     9,249
--------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.


                                                                               6
<PAGE>   7


            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)



1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements of the
         Company and its wholly-owned subsidiaries have been prepared in
         accordance with generally accepted accounting principles ("GAAP"),
         except that they do not contain complete notes. However, in the opinion
         of management, these statements include all normal recurring
         adjustments necessary for a fair presentation of the results. These
         financial statements should be read in conjunction with the financial
         statements and the related notes included in the Company's annual
         report on Form 10-K for the year ended December 31, 1999. Operating
         results for the six months ended June 30, 2000 are not necessarily
         indicative of the results that may be expected for the full year ending
         December 31, 2000.

2.       RECENT ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board (FASB) issued
         Statement No. 133, "Accounting for Derivative Instruments and Hedging
         Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and
         reporting standards for derivative instruments and for hedging
         activities. Contracts that contain embedded derivatives, such as
         certain insurance contracts, are also addressed by the Statement. SFAS
         No. 133 requires that an entity recognize all derivatives as either
         assets or liabilities in the statement of financial position and
         measure those instruments at fair value. In July 1999, the FASB issued
         Statement 137, which delayed the effective date of SFAS No. 133 to
         fiscal years beginning after June 15, 2000. The Company is evaluating
         the accounting implications of SFAS No. 133 and has not determined its
         potential impact on the Company's results of operations or its
         financial condition.

3.       COMPREHENSIVE INCOME

                  Total comprehensive income was as follows:
<TABLE>
<CAPTION>


                                                           THREE MONTHS ENDED          SIX MONTHS ENDED
          COMPREHENSIVE INCOME:                                 JUNE 30                     JUNE 30
          ($ thousands)                                      2000            1999          2000         1999
          ---------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>             <C>        <C>
          NET INCOME                                     $  7,149     $    15,724     $  22,183  $    25,627
          ---------------------------------------------------------------------------------------------------
          OTHER COMPREHENSIVE INCOME, NET OF TAX:
          Unrealized  holding gains (losses)  arising
          during the year                                  (1,232)         (1,318)                    (2,485)
                                                                                           (345)
          Less:
          Reclassification  adjustment  for  realized
          (gains) losses included in net income              (315)            110          (689)         (22)
          ---------------------------------------------------------------------------------------------------
          Other comprehensive income (loss)                (1,547)         (1,208)       (1,034)      (2,507)
          ---------------------------------------------------------------------------------------------------
          COMPREHENSIVE INCOME                           $  5,602     $    14,516     $  21,149  $    23,120
          ---------------------------------------------------------------------------------------------------
</TABLE>

         Other comprehensive income (loss) is reported net of taxes payable
         (recoverable) of $(833) and $(650) for the three months and $(557) and
         $(1,350) for the six months ended June 30, 2000 and 1999, respectively.

                                                                               7
<PAGE>   8


Item 2. Management's Discussion And Analysis of Results of Operations And
        Financial Condition






OVERVIEW




The following analysis of the consolidated results of operations and financial
condition of The Manufacturers Life Insurance Company of North America
(hereinafter referred to as "MNA" or the "Company") should be read in
conjunction with the Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements.




CORPORATE STRUCTURE AND OVERVIEW



The Company is a wholly-owned subsidiary of Manulife-Wood Logan Holding Co.,
Inc. ("MWLH"). MWLH is an indirect wholly-owned subsidiary of The Manufacturers
Life Insurance Company ("MLI"); prior to June 1, 1999, MLI indirectly owned 85%
of MWLH, and minority shareholders associated with MWLH owned the remaining 15%.
MLI is a wholly-owned subsidiary of Manulife Financial Corporation ("MFC"), a
publicly traded company, based in Toronto, Canada. MFC and its subsidiaries are
known collectively as "Manulife Financial."

Manulife Financial is a leading provider of financial protection products and
investment management services to individuals, families, businesses and groups
in selected international markets. Manulife Financial operates in 15 countries
and territories worldwide, with more than 28,000 employees and agents. Funds
under management by Manulife Financial were in excess of $112 billion (Cdn) as
of December 31, 1999 with a consolidated surplus position of $6.5 billion (Cdn).

MNA is licensed to sell fixed and variable annuities, traditional life and
variable life insurance, and accident and health insurance in all states except
New Hampshire and New York. MNA has two subsidiaries, The Manufacturers Life
Insurance Company of New York ("MNY") and Manufacturers Securities Services, LLC
("MSS"). MNY is an insurance subsidiary licensed to sell fixed and variable
annuities, traditional, variable and universal life insurance, and accident and
health insurance in the State of New York only. MSS, a majority-owned broker
dealer, acts as investment adviser to the Manufacturers Investment Trust
("MIT"), a no-load, open-end management investment company organized as a
Massachusetts business trust and is the principal underwriter of the Company's
variable annuity and life insurance contracts and is the exclusive distributor
of its insurance products in the State of New York.


                                                                               8
<PAGE>   9


The Company, along with The Manufacturers Life Insurance Company, enjoys strong
financial ratings that enhance its ability to attract new sales and retain
assets. Distributors and consumers of variable and fixed annuity products
utilize the relative financial strength ratings as a criteria in choosing an
annuity carrier. The Company has received financial strength ratings of A++
(Superior) by A.M. Best, AA+ (Very Strong) by Standards and Poor's and Aa2
(Excellent) by Moody's Investor Services. The Company is rated AAA (Highest) by
Fitch in terms of its ability to meet contractual obligations to policyholders.

The Company's operations are classified as either wealth management or
insurance. Through its wealth management operations, the Company offers wealth
management products and services in the form of individual and group annuities
as well as 401(k) pension products. Through its insurance operations, the
Company offers traditional, universal and variable life insurance products. The
Company's reportable operations have been determined based on differences in
product features and distribution, and are consistent with the Company's
management structure. The remainder of this discussion will focus solely on the
wealth management operations of the Company due to the limited assets and
revenues associated with the Company's insurance operations which are in a
developmental stage.

The Company's primary source of earnings from its wealth management operations
are from the sale of annuities and are comprised of fees assessed against
policyholder account balances held in the Company's separate accounts including:
mortality and expense risk charges, surrender charges, and an annual
administrative charge. In addition, the Company earns a spread between the
advisory fees charged to manage the separate account assets invested in MIT and
the subadvisory fees paid to external managers of those assets. A key factor in
the Company's profitability is sustained growth in the underlying assets through
market performance coupled with the ability to acquire and retain variable
annuity and life deposits. The Company began to sell pension products in 1998.
No significant revenues were generated from the sales of these products in
either 1999 or 2000.



FORWARD-LOOKING STATEMENTS

Certain information included herein is forward-looking with respect to the
Company, including its business operations and strategy and financial
performance and condition. These statements generally can be identified by the
use of forward-looking words such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe" or "continue" or the negative thereof or
similar variations. Although management believes that the expectations reflected
in such forward-looking statements are reasonable, such statements involve risks
and uncertainties and actual results may differ materially from those expressed
or implied by such forward-looking statements. Important factors that could
cause actual results to differ materially from the Company's expectations
include among other things, general economic and market factors such as interest
rates, business competition and changes in government regulations or in tax
laws.


REVIEW OF OPERATING RESULTS

The discussion that follows compares results for the three months ended June 30,
2000 to those for the three months ended June 30, 1999.


2000 Compared to 1999

The Company recorded net income of $7.1 million in 2000 versus net income of
$15.7 million in 1999, a decrease of $8.6 million or 55%. Revenues grew by 32%
to $112.4 million due primarily to growth in fee income earned on additional
separate account assets and increased advisory profits associated with
additional assets in MIT. Separate account assets at June 30, 2000 compared to
June 30, 1999 were higher by $3.4 billion or 25%. The asset growth is attributed
to an increase in variable annuity sales and strong equity market performance in
late 1999 and the first quarter of 2000. Total sales during the second quarter



                                                                               9
<PAGE>   10

of 2000 were $1.1 billion, an increase of 36% over the same quarter in 1999.
Total fees, including advisory fees and fees generated by separate accounts and
policyholder funds increased by $27.2 million or 33% in 2000.

The Company incurred total benefits and expenses in 2000 of $101.3 million, an
increase of $40.5 million, or 67% compared to 1999. The additional expenses
mainly reflect an increase in Deferred Acquisition Cost (DAC) amortization,
selling, administrative and operating expenses, additional sub-advisory expenses
associated with additional assets in MIT and higher commission financing costs.
The amortization of DAC increased by $21.5 million during the second quarter of
2000, due to a higher DAC balance and poor overall equity market performance
related to the Company's separate account assets. Due to poor fund performance
in Q2 2000, there was additional DAC amortization for the quarter as compared to
favorable investment growth for Q2 1999, which caused a slower amortization of
DAC for that reporting period. Selling, administrative and operating expenses
increased approximately $8.0 million in 2000 due to the Company's significant
growth. The Company paid an additional $6.4 million of sub-advisory expenses
during the second quarter of 2000 due to higher separate account asset levels in
MIT, fueled by the addition of 8 new funds in May 2000. The Company's financing
costs consist of reinsurance fees and borrowing costs. Reinsurance costs
increased from a recovery of $1.2 million at June 30, 1999 to a recovery of $0.1
million at June 30, 2000. Borrowing costs increased 83% from $3.6 million at
June 30, 1999 to $6.6 million at June 30, 2000. The commission financing loan
increased by approximately $146.0 million over June 30, 1999 levels due to
higher cash requirements associated with increased sales volumes at Q2 2000 and
the second half of 1999.


The discussion that follows compares results for the six months ended June 30,
2000 to those for the six months ended June 30, 1999.


2000 Compared to 1999

The Company recorded net income of $22.2 million in 2000 versus net income of
$25.6 million in 1999, a decrease of $3.4 million or 13%. Revenues grew by 34%
to $220.3 million due primarily to growth in fee income earned on additional
separate account assets and increased advisory profits associated with
additional assets in MIT. Total sales during the first half of 2000 were $2.3
billion, an increase of 53% over the same period in 1999. Total fees, including
advisory fees, and fees generated by separate accounts and policyholder funds
increased by $56.4 million or 36% in 2000.

The Company incurred total benefits and expenses in 2000 of $186.0 million, an
increase of $61.5 million, or 49% compared to 1999. The additional expenses
mainly reflect an increase in DAC amortization, selling, administrative and
operating expenses, additional sub-advisory expenses associated with additional
assets in MIT and higher commission financing costs. The amortization of DAC
increased by $22.5 million through the second quarter of 2000 compared to the
same period for 1999. The increase can be attributed to a higher DAC balance and
poor overall equity market performance related to the Company's separate account
assets. Due to poor fund performance through the second quarter of 2000, there
was additional DAC amortization for the period, as compared to favorable
investment growth for the same period in 1999, which caused a slower
amortization of DAC for that reporting period. Selling, administrative and
operating expenses increased approximately $19.0 million in 2000 due to the
Company's significant growth. The Company paid an additional $13.9 million of
sub-advisory expenses during the first half of 2000 due to higher separate
account asset levels in MIT, fueled by the addition of 13 new funds in the
fourth quarter of 1999 and first half of 2000. The Company's financing costs
consist of reinsurance costs and borrowing costs. Reinsurance costs decreased
from a recovery of $0.1 million at June 30, 1999 to a recovery of $0.6 million
at June 30, 2000. Borrowing costs increased 65% from $7.2 million at June 30,
1999 to $11.9 million at June 30, 2000. The commission financing loan increased
by approximately $146.0 million over June 30, 1999 levels due to


                                                                              10
<PAGE>   11

higher cash requirements associated with increased sales volumes over the last
four quarters.

FINANCIAL POSITION

2000 Compared to 1999

Total assets increased from $17.7 billion at December 31, 1999 to $19.1 billion
at June 30, 2000, an increase of $1.4 billion or 8%. Separate account assets
increased by 8% over the first half of 2000 and represent 91% of total assets as
the Company continues to focus on its variable option annuity products. The
Company continues to own high quality investment grade fixed maturity
investments to support its general account liabilities and shareholder's equity.
The Company's DAC asset grew by 20% as the Company experienced increased annuity
sales volumes during the first half of 2000. The Company deferred the related
costs, net of current amortization, associated with those sales.

Total liabilities have increased proportionately with the growth in the related
assets, primarily in the Company's separate accounts. During the first half of
2000, the Company borrowed an additional $98.3 million from MLI to support its
sales volumes and related acquisition expenses.


MARKET RISK
Market risk is the risk that the Company will incur losses due to adverse
changes in market rates and prices. The primary market risk exposure for the
Company is the impact of lower than expected equity market performance on its
asset-related fee revenue. The Company also has certain exposures to changes in
interest rates.

The Company earns asset based fees on the asset levels invested in the separate
accounts. As a result, the Company is subject to equity risk and the effect
changes in equity market levels will have on the amounts invested in the
separate accounts.

Interest rate risk is the risk that the Company will incur economic losses due
to adverse changes in interest rates. This risk arises from the issuance of
certain interest sensitive annuity products and the investing of those proceeds
in fixed rate investments. The Company manages its interest rate risk through an
asset/liability management program. The Company has established a target
portfolio mix which takes into account the risk attributes of the liabilities
supported by the assets, expectations of market performance, and a generally
conservative investment philosophy. Preservation of capital and maintenance of
income flows are key objectives of this program. In addition, the Company has
diversified its product portfolio offerings to include products that contain
features that will protect it against fluctuations in interest rates. Those
features include adjustable crediting rates, policy surrender charges, and
market value adjustments on liquidations.

Based on the Company's overall exposure to interest rate and equity price risks,
the Company believes that changes in market rates would not materially affect
the consolidated near-term financial position, results of operations or
cashflows of the Company as of June 30, 2000. Refer to the Company's Annual
Report on form 10-K for a more detailed discussion of market risks.


                                                                              11
<PAGE>   12



PART II--OTHER INFORMATION


Item 1 -- Legal Proceedings

          No reportable events

Item 2 -- Changes In Securities

          (a) and (b) No reportable events

          (c)

The Company currently sells Venture Group Annuity, a flexible premium payment
deferred variable unallocated group annuity, to retirement plans that qualify
for special tax treatment under Section 401(a) of the Internal Revenue Code.
Sales of these securities are not required to be registered under the Securities
Act of 1933 (Section 3(a)(2) of this Act). Manufacturers Securities Services,
LLC, a majority owned subsidiary of the Company is the principal underwriter of
the contracts and Manulife-Wood Logan Co., Inc., an affiliate of the Company, is
the promotional agent. There are no maximum or minimum purchase payments
required to establish a contract. The value of a contract will vary according to
the investment performance, charges and expenses of the subaccounts in which the
contract is invested. As of June 30, 2000, the total variable assets in the
Venture Group Annuity was $53,047,111.

Items 3 -- Defaults Upon Senior Securities

No reportable events

Item 4 -- Submission Of Matters To A Vote Of Security Holders

No reportable events

Item 5 -- Other Information

No reportable events

Item 6A -- Exhibits

(3) Exhibits (the Registrant is also referred to as the "Company")

------------------- ------------------------------------------------------------
Exhibit No.         Description
------------------- ------------------------------------------------------------
1(a)                Underwriting Agreement between the Company and Manufacturers
                    Securities Services, LLC, formerly NASL Financial Services,
                    Inc. (Underwriter) -- Incorporated by reference to Exhibit
                    (b)(3)(i) to Form N-4, file number 33-76162, filed March 1,
                    1999.

1(b)i               Promotional Agent Agreement between Manufacturers Securities
                    Services, LLC, formerly NASL Financial Services, Inc.
                    (Underwriter), the Company and Wood Logan Associates, Inc.
                    (Promotional Agent) -- Incorporated by reference to
                    Post-Effective Amendment No. 3 to Registration Statement on
                    Form N-4, file number 33-76162, filed April 29, 1997 on
                    behalf of The Manufacturers Life Insurance Company of North
                    America Separate Account A.

1(b)ii              Amendment to Promotional Agent Agreement -- Incorporated by
                    reference to Post-Effective Amendment No. 4 to Registration
                    Statement on Form N-4, file number 33-76162, filed February
                    25, 1988 on behalf of The Manufacturers Life Insurance
                    Company of North America Separate Account A.

2                   Not Applicable


                                                                              12
<PAGE>   13
 3(i)(a)            Certificate of Incorporation of the Company -- Incorporated
                    by reference to Form 10Q, file number 812-06037, filed
                    November 14, 1997 on behalf of The Manufacturers Life
                    Insurance Company of North America.

3(i)(b)             Certificate of Amendment of Certificate of Incorporation of
                    the Company, Name Change, July 1984 -- Incorporated by
                    reference to Form 10Q, file number 812-06037, filed November
                    14, 1997 on behalf of The Manufacturers Life Insurance
                    Company of North America.

3(i)(c)             Certificate of Amendment of Certificate of Incorporation of
                    the Company, Authorization of Capital, December 1994 --
                    Incorporated by reference to Form 10Q, file number
                    812-06037, filed November 14, 1997 on behalf of The
                    Manufacturers Life Insurance Company of North America.

3(i)(d)             Certificate of Amendment of Certificate of Incorporation of
                    the Company, Name Change, March 1997 -- Incorporated by
                    reference to Post-Effective Amendment No. 1 to Registration
                    Statement on Form S-1, file number 333-6011, filed October
                    9, 1997 on behalf of The Manufacturers Life Insurance
                    Company of North America.

3(i)(e)             Certificate of Amendment of Certificate of Incorporation of
                    the Company, Registered Agent, July 1997 -- Incorporated by
                    reference to Form 10Q, file number 812-06037, filed November
                    14, 1997 on behalf of The Manufacturers Life Insurance
                    Company of North America.

3(ii)               Amended and Restated By-Laws of the Company -- Incorporated
                    by reference to Form 10Q, file number 812-06037, filed
                    November 14, 1997 on behalf of The Manufacturers Life
                    Insurance Company of North America.

4(i)                Form of Individual Single Payment Deferred Fixed Annuity
                    Non-Participating Contract -- Incorporated by reference to
                    Exhibit 4 to Registration Statement on Form S-1, file number
                    33-6011, filed June 14, 1996

4(ii)               Form of Group Single Payment Deferred Fixed Annuity
                    Non-Participating Contract -- Incorporated by reference to
                    Exhibit 4 to Registration Statement on Form S-1, file number
                    33-6011, filed June 14, 1996

4(iii)              Individual Retirement Annuity Endorsement -- Incorporated by
                    reference to Exhibit 4 to Registration Statement on Form
                    S-1, file number 33-6011, filed June 14, 1996

4(iv)               ERISA Tax-Sheltered Annuity Endorsement -- Incorporated by
                    reference to Exhibit 4 to Registration Statement on Form
                    S-1, file number 33-6011, filed June 14, 1996

4(v)                Tax-Sheltered Annuity Endorsement -- Incorporated by
                    reference to Exhibit 4 to Registration Statement on Form
                    S-1, file number 33-6011, filed June 14, 1996

4(vi)               Section 401 Plans Endorsement -- Incorporated by reference
                    to Exhibit 4 to Registration Statement on Form S-1, file
                    number 33-6011, filed June 14, 1996

5                   Opinion and Consent of James D. Gallagher, Esq. --
                    Incorporated by reference to Exhibit 5 to Pre-Effective
                    Amendment No. 1 to the Registration Statement on Form S-1,
                    file number 33-6011, filed January 29, 1997

6                   Not Applicable

7                   Not Applicable


                                                                              13
<PAGE>   14
8(ii)               Amendment to Remote Service Agreement dated March 1999
                    between Manufacturers Life Insurance Company of North
                    America and CSC Continuum Inc. -- Incorporated by reference
                    to Post Effective Amendment No. 9 to the Registration
                    Statement on Form N-4, file number 33-76162, filed April 27,
                    2000

9                   Not Applicable

10(i)               Form of broker-dealer agreement between the Company,
                    Manufacturers Securities Services, LLC, formerly NASL
                    Financial Services, Inc. (underwriter), Wood Logan
                    Associates, Inc. (Promotional Agent) and broker-dealers --
                    Incorporated by reference to Exhibit (b)(3)(iii) to
                    pre-effective amendment no. 1 to Form N-4, file number
                    33-9960, filed February 2, 1987 on behalf of the NASL
                    Variable Account of the Company, now known as The
                    Manufacturers Life Insurance Company of North America
                    Separate Account A

(10)(ii)            Reinsurance and Guaranteed Death Benefits Agreement between
                    the Company and Connecticut General Life Insurance Company
                    -- Incorporated by reference to Exhibit (b)(7)(i) to
                    Registration Statement on Form N-4, file number 33-76162,
                    filed March 1, 1996

(10)(iii)           Reinsurance Agreement between the Company and PaineWebber
                    Life Insurance Company -- Incorporated by reference to
                    Exhibit (b)(7)(iii) to Registration Statement on Form N-4,
                    file number 33-76162, filed March 1, 1996

(10)(iv)            Coinsurance Agreement between the Company and Peoples
                    Security Life Insurance Company -- Incorporated by reference
                    to Exhibits (10)(iv) through (10)(viii) to Pre-Effective
                    Amendment No. 1 to the Registration Statement on Form S-1,
                    file number 33-6011, filed January 29, 1997

(10)(v)             Reinsurance and Accounts Receivable Agreements between the
                    Company and ITT Lyndon Life -- Incorporated by reference to
                    Exhibits (10)(iv) through (10)(viii) to Pre-Effective
                    Amendment No. 1 to the Registration Statement on Form S-1,
                    file number 33-6011, filed January 29, 1997

(10)(vi)            Automatic Modified -- Coinsurance Reinsurance Agreement
                    between the Company and Transamerica Occidental Life
                    Insurance Company -- Incorporated by reference to Exhibits
                    (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1
                    to the Registration Statement on Form S-1, file number
                    33-6011, filed January 29, 1997

(10)(vii)           Automatic Yearly Renewable Term Reinsurance Agreement
                    between the Company and Transamerica Occidental Life
                    Insurance Company -- Incorporated by reference to Exhibits
                    (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1
                    to the Registration Statement on Form S-1, file number
                    33-6011, filed January 29, 1997

(10)(viii)          Amendment No. 1 to the Variable Annuity Guaranteed Death
                    Benefit Reinsurance Agreement between the Company and
                    Connecticut General Life Insurance Company -- Incorporated
                    by reference to Exhibits (10)(iv) through (10)(viii) to
                    Pre-Effective Amendment No. 1 to the Registration Statement
                    on Form S-1, file number 33-6011, filed January 29, 1997

(10)(ix)            Coinsurance Agreement between the Company and The
                    Manufacturers Life Insurance Company (USA) Incorporated by
                    reference to Form 10K, file number 812-06037, filed March
                    31, 1998 on behalf of The Manufacturers Life Insurance
                    Company of North America

11                  Not Applicable

12                  Not Applicable

13                  Not Applicable

14                  Not Applicable



                                                                              14
<PAGE>   15

15                  Not Applicable

16                  Not Applicable

17                  Not Applicable

18                  Not Applicable

19                  Not Applicable

20                  Not Applicable

21                  The Company has the following wholly owned subsidiaries:
                    Manufacturers Securities Services, LLC and The Manufacturers
                    Life Insurance Company of New York

22                  Not Applicable

23(i)               Not Applicable

23(ii)              Not Applicable

24 (i)              Power of Attorney -- John D. Richardson, Director and
                    Chairman of the Company -- Incorporated by reference to
                    Post-Effective Amendment No. 3 to Registration Statement on
                    Form N-4, file number 33-76162, filed April 29, 1997 on
                    behalf of The Manufacturers Life Insurance Company of North
                    America Separate Account A.

24(ii)              Power of Attorney -- David W. Libbey, Principal Financial
                    Officer of the Company -- Incorporated by reference to Form
                    10Q, file number 812-06037, filed November 14, 1997 on
                    behalf of The Manufacturers Life Insurance Company of North
                    America.

24(iii)             Power of Attorney -- Peter Hutchison, Director of the
                    Company -- Incorporated by reference to Post-Effective
                    Amendment No. 4 to Registration Statement on Form N-4, file
                    number 33-76162, filed February 25, 1988 on behalf of The
                    Manufacturers Life Insurance Company of North America
                    Separate Account A.

24(iv)              Power of Attorney -- John D. DesPrez III -- Incorporated by
                    reference to Exhibit (14)(iv) to post-effective amendment
                    no. 1 to Form N-4, file number 333-38081 filed April 19,
                    1999.

25                  Not Applicable

26                  Not Applicable

27                  Financial Data Schedule -- Filed herein.

28                  Not Applicable


ITEM 6B -- REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter.




                                                                              15
<PAGE>   16



                                   SIGNATURES

Pursuant to the requirements 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.

THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Registrant)



By: /s/ DAVID W. LIBBEY
    ----------------------------------------------------------
    David W. Libbey
    Vice President, Treasurer and Chief Financial Officer
    (Principal Financial Officer and Duly Authorized Officer)


Date: August 11, 2000




<PAGE>   17



                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
27                Financial data schedule for quarter ended June 30, 2000