<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-K

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

       FOR THE FISCAL YEAR ENDED:
           DECEMBER 31, 1999

                                       or

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

    FOR THE TRANSITION PERIOD FROM:              COMMISSION FILE NUMBER:
                                                         33-46620

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

                       FORTIS BENEFITS INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                81-0170040
     State or other jurisdiction of                   (IRS Employer
     incorporation or organization                 Identification No.)

500 BIELENBERG DRIVE, WOODBURY, MN 55125
(Address of principal executive offices)

                 Registrant's telephone number: (651) 738-4000

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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

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



<PAGE>   2



                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Form S-2 Amended Registration Statement to be filed by the
Registrant are incorporated by reference into Parts I, II, III.

                                     PART I

ITEM 1.  BUSINESS

    "Fortis Benefits/Fortis Financial Group Member" on page 10, and Further
Information About Fortis Benefits" on pages 22 through 23 of the prospectus
attached hereto as Exhibit No. 99 are incorporated herein.

    Fortis Benefits seeks to compete primarily on the basis of customer service,
product design, and, in the case of variable products, the investment results
achieved. Many other insurance companies compete with Fortis Benefits in each of
its markets, including on the basis of price. Many of these companies, which
include some of the largest and best known insurance companies, have
considerably greater resources than Fortis Benefits.

    The Company is subject to regulation and supervision by the insurance
departments of the states in which it is licensed to do business. This
regulation covers a variety of areas, including benefit reserve requirements,
adequacy of insurance company capital and surplus, various operational
standards, and accounting and financial reporting procedures. Fortis Benefits'
operations and accounts are subject to periodic examination by insurance
regulatory authorities.

    Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of Fortis Benefits under these laws cannot be reasonably estimated.
Most of these laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

    Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal measures that may adversely affect the insurance
business include health care reform, employee benefit regulation, controls on
medicare costs and medical entitlement programs, tax law changes affecting the
taxation of insurance companies or of insurance products, changes in the
relative desirability of various personal investment vehicles, and removal of
impediments on the entry of banking institutions into the business of insurance.

    Pursuant to state insurance laws and regulations, Fortis Benefits is
obligated to carry on its books, as liabilities, reserves to meet its
obligations under outstanding insurance contracts. These reserves are based on
assumptions about, among other things, future claims experience and investment
returns. Neither the reserve requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of insurance
contracts, if Fortis Benefits were to incur claims or expenses at rates
significantly higher than expected or significant unexpected losses on its
investments.

ITEM 2.  PROPERTIES

    Fortis Benefits has approximately 2,200 employees and considers its employee
relations to be excellent; Fortis Benefits owns its Home Office building,
consisting of 295,000 square feet in Woodbury, Minnesota. It also has
administrative offices in Kansas City, Missouri. Fortis Benefits leases a
portion of that building consisting of 297,000 square feet. In addition Fortis
Benefits has several regional claims and sales offices throughout the United
States. Fortis Benefits occupies approximately 100% of its home office and 70%
of its administration building, which it expects will be adequate for its
purposes for the foreseeable future.

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.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not Applicable.



<PAGE>   3



                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    Not applicable.

ITEM 6.  SELECTED FINANCIAL DATA

    "Selected Financial Data" from page 23 of the prospectus attached hereto as
Exhibit No. 99, is incorporated herein by reference.

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 23 through 25 of the prospectus attached hereto as Exhibit
No. 99 is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The matters set forth under the caption "Market Risk" in Management's
Discussion and Analysis of Results of Operations (Item 7 of this report) are
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    "FORTIS BENEFITS Financial Statements" contained in the prospectus attached
hereto as Exhibit No. 99 are incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    None.


<PAGE>   4

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Set forth is information concerning the Company's directors and executive
officers, to the extent responsible for its variable annuity operations,
together with their business experience and principal occupations for the past
five years:



OFFICER-DIRECTORS
Dean C. Kopperud, 47        Executive Vice-President (President - FFG)
Director since 1995
Robert Brian Pollock, 45    President and Chief Executive Officer;
Director Since 1988
Michael John Peninger, 45   Executive Vice President-(President-Group
Director since 1998         Nonmedical)
OTHER DIRECTORS
Allen Royal Freedman, 59    Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board
since 1995
J. Kerry Clayton, 54        President and Chief Operating Officer of Fortis,
Director Since 1997         Inc.; before then Executive Vice President of
                            Fortis, Inc.
Arie Aristide Fakkert, 56   General Manager of Fortis International N.V.
Director Since 1987
Alan W. Feagin              Executive Vice President (President-Fortis Family)
Director since 1998
EXECUTIVE OFFICERS
Rhonda Schwartz, 41         Senior Vice President and General Counsel--Life and
                            Investment Products; before then secretary and
                            General Counsel of Fortis Inc.
Jon H. Nicholson, 50        Senior Vice President--Custom Solutions Group.
Peggy L. Ettestad, 42       Senior Vice President--Life Operations; before that
                            Vice President of General Electric Company.
Melinda S. Urion, 46        Senior Vice President--Chief Financial Officer since
                            1997; before then Senior Vice President--Finance &
                            CFO of American Express Financial Corporation.
Dickson W. Lewis, 51        Senior Vice President--Distribution and Marketing
                            since 1997; before then President of
                            Hedstrom/Blessing Marketing.

    Fortis Benefits' officers serve at the pleasure of the board of directors,
and members of the board serve without compensation (except for expenses of
attending board meetings), until their successors are duly elected and
qualified.

    Mr. Freedman is a director of Systems and Computer Technology Corporation
and Genesis Health Ventures. Mr. Freedman is also a director of the following
registered investment companies: Fortis Equity Portfolios, Inc.; Fortis Growth
Fund, Inc.; Fortis Fiduciary Fund, Inc., Fortis Income Portfolios, Inc.; Fortis
Securities, Inc.; Fortis Tax-Free Portfolios, Inc.; Fortis Money Portfolios,
Inc.; Fortis Advantage Portfolios, Inc.; Fortis World Wide Portfolios, Inc.;
Fortis Series Fund, Inc.; Special Portfolios, Inc.

<PAGE>   5
ITEM 11.  EXECUTIVE COMPENSATION

    Set forth below is certain information concerning the compensation of the
executive officers of Fortis Benefits.

                           SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>
                                                             ANNUAL COMPENSATION                  LONG-TERM COMPENSATION
                                               ----------------------------------------- ----------------------------------------
                                                                                          RIGHTS AWARDED/
                                                                          OTHER ANNUAL     APPRECIATION    LTIP       ALL OTHER
    NAME AND PRINCIPAL POSITION           YEAR      SALARY      BONUS     COMPENSATION     RIGHTS PLAN   PAYOUTS   COMPENSATION(1)
-------------------------------------  ---------  ---------  ---------  ---------------- --------------- --------  ----------------

<S>                                     <C>        <C>        <C>        <C>             <C>              <C>            <C>
Robert B. Pollock                           1999   $      0   $      0    $      0       $     0          $      0        $       0
 President and Chief Executive Officer      1998    300,000    126,225           0             0                 0           16,439
                                            1997    275,000     56,817           0             0                 0           15,762
-----------------------------------------------------------------------------------------------------------------------------------
Francis J. Guthrie                          1999    260,000     88,125           0         2,091                 0           16,200
 Executive Vice President                   1998    250,000     91,650           0             0                 0           19,699
                                            1997    235,000    140,388           0             0                 0           15,762
-----------------------------------------------------------------------------------------------------------------------------------
Clifford S. Korte                           1999    170,000     48,375           0         1,664                 0           13,102
 Sr. Vice President--                       1998    150,000     60,840           0             0            41,796           13,050
 Underwriting                               1997    144,000     26,133           0             0                 0           10,208
-----------------------------------------------------------------------------------------------------------------------------------
William D. Greiter                          1999    186,083     50,490           0             0                 0           14,871
 Senior Vice President--                    1998    195,000     50,490           0             0                 0           15,129
 Provider Markets                           1997    187,000     48,195           0             0                 0           14,112
-----------------------------------------------------------------------------------------------------------------------------------
Michael John Peninger                       1999    275,000     82,225           0        10,948                 0           16,200
 Executive Vice President                   1998    230,000     78,000           0             0                 0           16,439
 (President Group Non-Medical)              1997    200,000     31,194           0             0                 0           13,872
</TABLE>



------------------------------
(1)  This column includes contributions made by Fortis Benefits for the year for
     the benefit for the named individual to a defined contribution retirement
     plan.

          Aggregated Appreciation Rights Exercised in Last Fiscal Year
                      and FY-End Appreciation Rights Values

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             Value of Unexercised
                                                                            Number of Appreciation Rights    In-the-Money
                                                                            Unexercised at                   Appreciation Rights
                                                                            FY-End                           At FY-End

                                                                            Exercisable/                     Exercisable/
Name                       Rights Exercised         Value Realized          Unexercisable                    Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                     <C>                              <C>
Robert B. Pollock                 0                        0                      0/0                             0/0

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


Francis J. Guthrie                0                        0                   0/4680(a)                         0/*(a)
                                                                                0/411(b)                         0/*(b)
------------------------------------------------------------------------------------------------------------------------------------


Clifford S. Korte                 0                        0                   0/1530(a)                         0/*(a)
                                                                                0/134(b)                         0/*(b)
------------------------------------------------------------------------------------------------------------------------------------


William D. Greiter                0                        0                      0/0                            0/0

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


Michael J. Peninger               0                        0                  0/10,065(a)                        0/*(a)
                                                                                 0/883(b)                        0/*(b)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(a)      Rights related to Fortis Benefits Insurance Company
(b)      Rights related to Fortis, Inc.
*        Not available at this time




<PAGE>   6

                 Appreciation Rights Grants in Last Fiscal Year

<TABLE>
<CAPTION>


                                                                                                         Potential
                                                                                                         Realizable Value at
                                                                                                         Assumed Annual
                                                                                                         Rates of Right Price
                                                                                                         Appreciation
                                                                                                         for Option Term (b)
                               Individual Grants                                                         -------------------
----------------------------------------------------------------------------------------

                                              % of Total Rights
                          Appreciation        Granted to
                          Rights              Employees in                              Expiration
Name                      Granted(a)          Fiscal Year          Strike Price         Date               5%             10%
----                      ----------          -----------          ------------         ----            --------        ------
<S>                       <C>                 <C>                  <C>                  <C>             <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
Robert B. Pollock                0                   0                  0                  0               0                0
-----------------------------------------------------------------------------------------------------------------------------------
Francis J. Guthrie            4680(c)               18%               $50(c)            12/31/08        $18,151          $55,176
                               411(d)               18%              $190(d)            12/31/08         $6,057          $18,413
-----------------------------------------------------------------------------------------------------------------------------------
Clifford S. Korte             1,530(c)               6%               $50(c)            12/31/08         $5,934          $18,038
                               134(d)                6%              $190(d)            12/31/08         $1,975          $6,003
-----------------------------------------------------------------------------------------------------------------------------------
William D. Greiter               0                   0                  0                  0               0                0
-----------------------------------------------------------------------------------------------------------------------------------
Michael J. Peninger          10,065(c)              38%               $50(c)            12/31/08        $39,035         $118,664
                               883(d)               38%              $190(d)            12/31/08        $13,013          $39,559
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)   These Rights are granted under the Fortis Appreciation Incentive Rights
      Plan. 75% of the value of the Rights granted to a participant have a
      strike price which is based upon the value, per Right, of one-ten
      millionth of the value of Fortis Benefits Insurance Company as of the
      first day of the most recent calendar year. The value is established by
      independent business appraisers. The value as of the three-year vesting
      date is based upon of one-ten millionth, subject to adjustment, of the
      value of Fortis Benefits Insurance Company as of such vesting date. The
      one-ten millionth fraction may be adjusted for certain fundamental events
      that might occur subsequent to the first day of the most recent calendar
      year. The Plan participant is entitled to the difference between the value
      per Right as of the exercise date and the strike price. The exercise right
      may be deferred for seven years beyond the three year vesting date. 25% of
      the value of the Rights granted to a participant are similarly based upon
      the value of Fortis, Inc., the U.S. holding company of Fortis Benefits
      Insurance Company and its U.S. affiliates. The valuation methodology of
      Fortis, Inc. and the vesting, exercise rights and deferral rights
      associated with those Rights are similar to that described above for
      Fortis Benefits Insurance Company related Rights.

(b)   The potential value assumes appreciation at the assumed annual rates
      indicated and assumes that the exercise rights are deferred for the
      complete seven year deferral period. If the Rights appreciate at lesser
      rates when calculated as provided in the Plan and/or the Rights are not
      deferred for the full possible deferral period, the realizable value will
      be less than as indicated in the table above.

(c)   Rights related to Fortis Benefits Insurance Company

(d)   Rights related to Fortis, Inc.

    As additional compensation to its employees and executive officers, Fortis
Benefits has an Employees' Uniform Retirement Plan and an Executive Retirement
Plan which generally provide an annual annuity benefit upon retirement at age 65
(or a reduced benefit upon early retirement) equal to: .9% of the employee's
Average Annual compensation up to the employee's social security covered
compensation, plus 1.3% of compensation above the social security covered
compensation, up to $255,300, as adjusted by an index, multiplied by the
employee's years of credited services.

    In addition, Fortis Benefits provides an unfunded Supplemental Executive
Retirement Plan for certain executives of Fortis Benefits. Under the
Supplemental Executive Retirement Plan, the annual benefit is calculated by
subtracting the benefit payable under the Employees' Uniform Retirement Plan and
the estimated Social Security benefit from the "Target Benefit." The "Target
Benefit" is equal to 50% of Final Average Salary (average salary over the final
36 consecutive months of employment) reduced for less than 20 years of service
at retirement. Upon retirement prior to age 65 and after attaining age 55 with
10 years of service, special early retirement rules apply. The salary used to
calculate the Final Average Salary

<PAGE>   7

consists of regular compensation and the annual target incentive bonus of the
participant. None of the above-listed individuals are participants in this plan.

    The following table illustrates the COMBINED estimated life annuity benefit
payable from the Employees' Uniform Retirement Plan and Executive Retirement
Plan to employees with the specified Final Average Salary and years of service
upon retirement.

                              PENSION PLAN TABLE*



<TABLE>
<CAPTION>
                                                      YEARS OF SERVICE
                             ------------------------------------------------------------------
FINAL AVERAGE SALARY            10         15         20         25         30          35
---------------------------  ---------  ---------  ---------  ---------  ---------  -----------

<S>                          <C>        <C>        <C>        <C>        <C>        <C>
$125,000...................    $15,005  $  22,507  $  30,010  $  37,512  $  45,015  $    52,517
 150,000...................     18,255     27,382     36,510     45,637     54,765       63,892
 175,000...................     21,505     32,257     43,010     53,762     64,515       75,267
 200,000...................     24,755     37,132     49,510     61,887     74,265       86,642
 225,000...................     28,005     42,007     56,010     70,012     84,015       98,017
 250,000...................     30,990     46,485     61,980     77,475     92,970      108,465
 275,000+..................     31,908     47,862     63,816     79,770     95,724      111,678
</TABLE>



------------------------
* The table excludes social security benefits. In general, for the purposes of
  these plans, compensation includes salary and bonuses. The credited years of
  service with Fortis Benefits for these individuals named in the Summary
  Compensation Table above are as follows: 20, 6, 29, 16 and 15, respectively.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



<TABLE>
<CAPTION>
                                                                    PERCENTAGE
                                                    NUMBER OF     OF OUTSTANDING
     NAME AND ADDRESS OF BENEFICIAL OWNER(1)         SHARES       VOTING SHARES
-------------------------------------------------  -----------  ------------------

<S>                                                <C>          <C>
Fortis, Inc.                                         1,000,000         100%
 One Chase Manhattan Plaza
 New York, NY 10005
</TABLE>


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

(1) All of Fortis Benefits' outstanding shares are indirectly owned by Fortis,
    Inc., One Chase Manhattan Plaza New York, NY 10005. 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 Fortisl(NL)
    N.V., Archimiedeslaan 10, 3584 BA, Utrecht, The Netherlands. AMEV/VSB 1990
    N.V. is 50% owned by Fortis(NL) N.V. and 50% owned, through certain
    subsidiaries, by Fortis(B), Boulevard Emile Jacqmain 53, 1000 Brussels,
    Belgium.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.



<PAGE>   8



                                    PART IV

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, 1999 and 1998

      Statements of Income for the years ended December 31, 1999, 1998, and 1997

      Statements of Changes in Shareholder's Equity for the years ended December
      31, 1999, 1998, and 1997

      Statements of Cash Flows for the years ended December 31, 1999, 1998 and
      1997.

      Notes to Financial Statements

(a)(2)The information required by 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--Contained in the Notes to Financial Statements.

      II. Condensed Financial Information of Registrant--Not Applicable.

      III. Supplementary Insurance Information--Contained in Financial
      Statements and Notes to Financial Statements.

      IV. Reinsurance--Contained in the Notes to Financial Statements.

      V. Valuation and Qualifying Accounts--Contained in Financial Statements
      and Notes to Financial Statements.

    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).

        (d) Amendments to By-laws dated May 1, 1999

      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);



<PAGE>   9

        (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.(a) 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).

         (b) Fortis Appreciation Incentive Rights Plan.

      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-2 Amended
      Registration Statement of Fortis Benefits.

(b)   Reports on Form 8-K filed in the fourth quarter of 1999

      Form 8K report filed October 13, 1999, disclosing that the registrant
      acquired substantially all of the insurance business of an affiliated
      insurance company pursuant to a reinsurance agreement between the two
      companies. File No. 33-46620.

(c)   Exhibits

      Included in 14 (a)(3) above

(d)   Financial Statements Schedules

      Included in 14 (a)(2) above



<PAGE>   10



                                   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 27, 2000                  By              /s/ ROBERT B. POLLOCK
                                      -----------------------------------------
                                                 Robert B. Pollock,
                                                    PRESIDENT AND
                                               CHIEF EXECUTIVE OFFICER

March 27, 2000                  By
                                      -----------------------------------------
                                                  Larry M. Cains
                                                    Treasurer


    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 27, 2000
     -------------------------------------   Board
             Allen Royal Freedman

By           /s/ ROBERT B. POLLOCK          President and Chief   March 27, 2000
     -------------------------------------   Executive Officer
               Robert B. Pollock

By           /s/ DEAN C. KOPPERUD           Director              March 27, 2000
     -------------------------------------
               Dean C. Kopperud

By*                                         Director              March 27, 2000
     -------------------------------------
               J. Kerry Clayton

*By          /s/ ROBERT B. POLLOCK
     -------------------------------------
              Robert B. Pollock,
               ATTORNEY-IN-FACT