<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                             ANNUAL REPORT PURSUANT
                            TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF l934

                   for the fiscal year ended December 31, 1997

                        Commission File Number: 33-57020

                             THE MANUFACTURERS LIFE
                          INSURANCE COMPANY OF AMERICA
             (Exact name of registrant as specified in its charter)
                                    MICHIGAN
         (State or other jurisdiction of incorporation or organization)
                                   23-2030787
                      (I.R.S. Employer Identification No.)

                             500 N. Woodward Avenue
                        Bloomfield Hills, Michigan 48304
                    (Address of Principal executive offices)
                                 (416) 926-6700
              (Registrant's telephone number, including area code)

   Securities registered pursuant to Section 12(b) or 12(g) of the Act: None.

Indicate 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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part II of this
Form 10-K or any amendment to this Form 10-K. [X]

     No shares of voting stock are held by nonaffiliates of the Registrant.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's sole class of common stock, as
of December 31, 1997 is 4,501,860


                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part K, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

None.

                                       1
<PAGE>   2
                                     PART I


Item 1. - BUSINESS

The Registrant is an indirect wholly-owned subsidiary of The Manufacturers Life
Insurance Company, a mutual insurance company organized under laws of Canada.
The Registrant's primary purpose is to issue and sell variable universal life
and variable annuity products in the United States. The Registrant also has
branch operations in Taiwan to develop and market traditional insurance for the
Taiwanese market.

Item 2.  -  PROPERTIES

The Registrant owns no property.

Item 3.  -  LEGAL PROCEEDINGS

Nothing to report.

Item 4.  -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An action by unanimous consent of the sole stockholder of the Company with
regard to elect and appoint Sandra M. Cotter, James D. Gallagher, Bruce Gordon,
Donald A. Guloien, Theodore Kilkuskie Jr., Joseph J. Pietroski, and John D.
Richardson as the Board of Directors of the Company, was approved on May 30,
1997.

                                        2
<PAGE>   3
                                     PART II

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

The Registrant is a wholly-owned subsidiary of The Manufacturers Life Insurance
Company (U.S.A.), which is the sole record holder of the Registrant's shares.
Therefore, there is no public trading market for the Registrant's common stock.
The Registrant has declared no cash dividends on its common stock at any time
during the two most recent fiscal years.

Item 6.  -  SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>
                                                     For the Years Ended December 31
                                                     ------------------------------------------------------------------------
                                                        1997             1996           1995             1994            1993*
                                                         (in thousands)
<S>                                                  <C>             <C>             <C>             <C>                 <C>
Under Generally Accepted Accounting Principles:

Total Revenues                                       $   56,226      $   73,532      $   62,174      $   60,322

Net Loss                                                  3,636           8,407           6,846           6,726

Total Assets                                          1,166,611       1,062,603         854,814         654,968

Long Term Obligations                                    41,500           8,500         167,390         159,019

Capital and Surplus                                     106,769         116,630         110,520         101,839
</TABLE>


* Selected financial data under generally accepted accounting principles is not
available for the 1993 fiscal year. See Management's Discussion and Analysis and
Notes to the Consolidated Financial Statements for additional information.



<TABLE>
<CAPTION>
                                                        For the Years Ended December 31
                                                        --------------------------------------------------------------------------
                                                            1997           1996            1995            1994             1993
                                                            (in thousands)
<S>                                                     <C>             <C>             <C>             <C>             <C>
Under Statutory Principles:**

Total Revenues                                          $  229,080      $  202,666      $  165,756      $  197,426      $  129,272

Net Loss                                                     2,550          15,961          13,705          19,661          13,277

Total Assets                                             1,028,360         795,083         588,742         403,086         253,392

Long Term Obligations                                       33,000            --              --              --              --

Capital and Surplus                                         56,598          76,202          56,298          49,396          50,656
</TABLE>


** Statutory accounting principles differ in certain respects from generally
accepted accounting principles. The significant differences relate to
consolidation accounting, investments, deferred acquisition costs, deferred
income taxes, non-admitted asset balances, surplus notes and reserve calculation
assumptions.

All information presented elsewhere in this document is presented under
generally accepted accounting principles.

                                       3
<PAGE>   4
Item 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

The following analysis of the consolidated results of operations and financial
condition of The Manufacturers Life Insurance Company of America (the "Company"
or ManAmerica") 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 direct wholly-owned U.S. subsidiary of The Manufacturers Life
Insurance Company (U.S.A.) ("ManUSA"), which in turn is a direct wholly-owned
subsidiary of the Manulife Reinsurance Corporation (U.S.A.) ("MRC"). MRC is an
indirectly wholly-owned subsidiary of The Manufacturers Life Insurance Company
("Manulife Financial"), a Canadian mutual insurance company. Manulife Financial,
with consolidated assets under management of $79.7 billion ($Can), actively
operates in thirteen countries worldwide. Manulife Financial has been doing
business in the United States since 1903.

Manulife Financial and its subsidiaries have consistently received excellent
ratings from Standard & Poor's Insurance Rating Service, A. M. Best Company,
Moody's Investors Service Inc. and Duff & Phelps Credit Rating Co.

The Company is active in two distinct businesses:

         a)       Domestically, the sale of Variable Insurance Products

         b)       Internationally, the sale of participating insurance products
                  through Branch Operations in Taiwan

Variable Products

During the last four years the company has grown significantly through the
successful growth in variable insurance sales. This growth reflects:

         a)       continuing shift in consumer preference as they seek greater
                  control over their investment decision making,

         b)       more active marketing and sales practices by the company,

         c)       increased consumer acceptance of this product due to
                  increasing estate planning needs.

This growth continued in 1997 with variable universal life deposits being 128%
of the 1996 deposits. The Company's introduction in 1997 of a corporate-owned
(COLI) Variable Universal Life contract together with the addition of nineteen
new investment accounts have been positively received. During the same period
the separate account assets grew from $668 million to $897 million.

In particular, the new investment accounts increased available investment
options while providing policyholders with the ability to increase
diversification not only by investment type but also by portfolio management
style. Prior to December 31, 1996 the assets in the Company's Separate Accounts
invested in shares of the Manulife Series Fund, Inc. On December 31, 1996 the
Manulife Series Fund, Inc. was merged with the Manufacturers Investment Trust
(formerly named NASL Series Trust). The reorganization enabled policyholders to
have access to a broader group of high profile external fund managers and to
take advantage of an investment management approach known as managing to the
"Efficient Frontier" in which investors' assets are allocated amongst a broad
mix of investment choices consistent with their risk tolerance levels. This
change makes most of the Manufacturers Investment Trust fund options available
as investment options in most of the variable policies issued by the Company. We
remain positive about the future growth and profitability from this product
line.

Variable annuity deposits during 1997 were 32% of 1996 deposit levels. The
Company de-emphasized the sale of variable annuities and concentrated on the
sale of estate planning variable life products which is more consistent with its
client and producer base.

Variable annuities for Manulife Financial are currently being marketed through
an affiliated company, The Manufacturers Life Insurance Company of North
America, formerly North American Security Life Insurance Company, ("Manulife
North America").

Taiwan

The Company entered Taiwan in 1992 as a start-up venture to sell traditional
insurance products through its Taiwan branch. During 1995 the Company commenced
full operations that resulted in significant expenditures on agent recruitment
and training. In 1996 Taiwan's operating losses increased as a result of costs
associated with recruitment and training. Although management expected losses,
the magnitude was not acceptable. In late 1996, a new General Manager was
appointed and

                                       4
<PAGE>   5
transferred to Taiwan with the mandate to slow growth and focus more selectively
on real strategic opportunities. Significant improvements were seen in 1997 with
a decrease in the net loss reported. The currency crisis experienced in Asia in
the fourth quarter of 1997 impacted the Taiwan branch operations through higher
lapses as policyholders had difficulty paying premiums largely denominated in
U.S. dollars. Nonetheless, the Company continues to anticipate a large potential
for this market.

In addition to the above businesses, the Company assumes reinsurance from its
Parent Company, ManUSA. The Company reinsures an inforce individual
participating life insurance block of business which does not include any new
business.

RECENT DEVELOPMENTS

Manufacturers Life Mortgage Securities Corporation

In October 1997, the Company's indirect wholly-owned subsidiary, Manufacturers
Life Mortgage Securities Corporation, ("MLMSC"), which was an issuer of
mortgage-backed U.S. dollar bonds, was absorbed into Manulife Holding
Corporation, a wholly-owned holding company for a number of U.S. non-insurance
subsidiaries primarily supporting variable products. See notes 2 and 5 to the
consolidated financial statements for additional information.

Adoption of Generally Accepted Accounting Principles

During 1996, the Company adopted generally accepted accounting principles
("GAAP") in conformity with the requirements of the Financial Accounting
Standards Board. Prior to 1996, the Company prepared its financial statements in
conformity with statutory accounting practices prescribed or permitted by the
Insurance Department of the State of Michigan which were considered GAAP for
mutual life insurance companies and their wholly-owned direct and indirect
subsidiaries. As discussed in note 2 to the consolidated financial statements,
the effect of the adoption of GAAP has been reflected retroactively and the
previously issued 1995 financial statements have been restated for the change. A
description of the accounting policies can be found in note 3 to the
consolidated financial statements.

Demutualization

On January 20, 1998, the Board of Directors of Manulife asked the management of
Manulife to prepare a plan for conversion of Manulife from a mutual life
insurance company to an investor-owned, publicly-traded stock company. Any
demutualization plan for Manulife is subject to the approval of the Manulife
Board of Directors and policyholders as well as regulatory approval.

FORWARD-LOOKING STATEMENTS

Certain information included herein is forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not limited to,
statements concerning anticipated operating results, financial resources, growth
in existing markets and the impact of the year 2000. Such forward-looking
information involves important risks and uncertainties that could significantly
affect actual results and cause them to differ materially from expectations
expressed herein. These risks and uncertainties include changes in general
economic conditions, the effect of regulatory, tax and competitive changes in
the environment in which the Company operates, fluctuations in interest rates,
performance of financial markets and the Company's ability to achieve
anticipated levels of earnings.

                                       5
<PAGE>   6
REVIEW OF CONSOLIDATED OPERATING RESULTS


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Financial Summary (In '000's)                                          1997                  1996                  1995
---------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                   <C>                     <C>
Premiums                                                         $    5,334            $   12,898              $ 15,293
Fee Income                                                           41,955                40,434                24,986
Net Investment Income                                                 8,275                19,651                18,729
Other Revenues                                                          544                   668                    82
Realized Capital Gains (Losses)                                         118                  (119)                3,084
---------------------------------------------------------------------------------------------------------------------------
Total Revenues                                                   $   56,226            $   73,532              $ 62,174
---------------------------------------------------------------------------------------------------------------------------

Policyholder Benefits                                            $    6,733            $   14,473              $ 16,905
Operating Costs and Expenses                                         41,742                34,581                30,728
Policyholder Dividends                                                1,416                   872                 1,886
---------------------------------------------------------------------------------------------------------------------------
Loss Before Taxes                                                    (4,113)              (12,316)              (10,806)
Income Tax Benefit                                                      477                 3,909                 3,960
Net Loss                                                             (3,636)               (8,407)               (6,846)
---------------------------------------------------------------------------------------------------------------------------
General Account Assets                                              269,567               394,509               374,409
Separate Account Assets                                             897,044               668,094               480,405
---------------------------------------------------------------------------------------------------------------------------
Total Assets                                                      1,166,611            $1,062,603              $854,814
---------------------------------------------------------------------------------------------------------------------------
General Account Liabilities                                         162,798            $  277,879              $263,889
Separate Account Liabilities                                        897,044               668,094               480,405
---------------------------------------------------------------------------------------------------------------------------
Capital and Surplus                                                $106,769              $116,630              $110,520
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

NET LOSS

The Company reported a consolidated net loss in 1997 of $3.6 million, compared
to the 1996 net loss of $8.4 million ($6.8 million net loss in 1995). The main
contributors to these losses were as follows:



<TABLE>
<CAPTION>
(In millions)                                                       1997                 1996                 1995
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>                   <C>
US Operations                                                      $(0.8)             $   9.1               $  2.5
Taiwan Operations                                                   (2.8)               (17.5)                (9.3)
--------------------------------------------------------------------------------------------------------------------------
NET LOSS                                                           $ 3.6              $   8.4               $  6.8
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


The net loss from U.S. operations in 1997 of $0.8 million compared to a net
income in 1996 of $9.1 million was a result of a significant increase in
operating costs and expenses in 1997. This was directly attributable to new
business strain on dramatically increased variable universal life contract sales
for which deposits increased 28% over 1996 levels. The improvement in net income
in 1996 compared to 1995 was a result of increased policy fees which more than
offset costs associated with increased sales.

The net loss from Taiwan operations decreased to $2.8 million in 1997 from $17.5
million in 1996 (a $9.3 million net loss in 1995). The increased net loss in
1996 was a result of significant start-up costs incurred in Taiwan, particularly
associated with producer recruitment. In 1997, as discussed earlier,
improvements were made in the Taiwan branch operations to rationalize the
operations, slow the sales growth and related production costs, and to instead
focus on strategic growth. Lower sales significantly reduced the level of
commissions and expenses incurred.

PREMIUMS

Premium revenue for 1997 was $5.3 million compared to $12.9 million in 1996
($15.3 million in 1995). Of the total, premiums related to sales of traditional
life insurance contracts in Taiwan in 1997, 1996 and 1995 were $4.8 million,
$12.2 million and $9.3 million respectively. The decrease in premiums reported
in Taiwan in 1997 are a result of the more focused strategic growth discussed
previously whereas the increase in 1996 over 1995 reflected the initially
growing operation. Premiums

                                       6
<PAGE>   7
related to U.S. operations decreased to $0.5 million in 1997 from $0.7 million
in 1996 and $6.0 million in 1995. The U.S. premiums relate solely to a block of
Corporate-owned life insurance business assumed from ManUSA for which the
initial premium assumed of $25.4 million was received in 1994, with very little
renewal premium received thereafter.

Total general account and separate account deposits not included in premiums
above were as follows:


<TABLE>
<CAPTION>
(In '000's)                                  1997                   1996                1995
----------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                 <C>
Variable Life Insurance                  $185,355               $144,438            $108,323

Variable Annuities                         11,598                 36,130              37,834

----------------------------------------------------------------------------------------------
TOTAL                                    $196,953               $180,568            $146,157
----------------------------------------------------------------------------------------------
</TABLE>


The growth in variable life insurance deposits continued while single premium
variable annuity premiums continued to decrease in 1997 and 1996. The deposit
growth for variable life is consistent with the Company's commitment to develop
variable core "estate/business planning products". A survivorship variable
universal life product launched in late 1995 showed significant growth in 1996
which continued throughout 1997 along with the growth due to the new COLI
variable universal life contract in 1997. With the merger of Manulife Financial
and North American Life Assurance Company in 1996, the sale of variable
annuities in the Company was de-emphasized in October 1997 and all variable
annuity sales will be made through an affiliated company, Manulife North
America.

FEE INCOME

Fee income for 1997 was $42 million, compared to $40.4 million in 1996 ($25
million in 1995). Strong investment performance in 1997 and 1996 and a growing
maturing block of in-force business resulted in higher separate account values
and, therefore, higher fee income, which is earned on a percentage of the net
value of invested assets in the separate account portfolios. The variable
universal life and annuity business accounted for 84% of the fee income earned
by the Company in 1997 compared to 85% in 1996 and 94% in 1995. The remainder of
the fee income is derived through investment management fees.

NET INVESTMENT INCOME

Net investment income was $8.3 million in 1997 compared to $19.7 million in 1996
($18.7 million in 1995). The decrease in 1997 is due to the maturity of a $171.7
million guaranteed annuity contract in March 1997 on which interest of
approximately $13.2 million was reported in 1996. The increase in 1996 compared
to 1995 is due to the strengthening of the stock market in 1996.

REALIZED CAPITAL GAINS

In 1997, the Company had realized capital gains of $0.1 million, compared to
losses of $0.1 million in 1996 ($3.1 million realized gains in 1995). The
Company occasionally sells bonds to provide cash flow and the realized gains or
losses are a result of this activity and will vary as interest rates fluctuate
from year to year.

POLICYHOLDER BENEFITS

Policyholder benefits decreased to $6.7 million in 1997, compared to $14.5
million in 1996 ($16.9 million in 1995). The decrease in 1997 is a direct result
of the reduction in activity and death claims experience in Taiwan. Death claims
experience in 1996 was favorable compared to expected levels and to prior years.

OPERATING COSTS AND EXPENSES

Operating costs and expenses, net of deferrable acquisition expenses, increased
to $41.7 million in 1997 compared to $34.6 million in 1996 ($30.7 million in
1995). The increase in 1997 and 1996 is due to non-deferrable expenses incurred
in connection with the development of two new products, a COLI variable
universal life contract in 1997 and a survivorship variable life contract in
1996 as discussed previously.

                                       7
<PAGE>   8
REVIEW OF CONSOLIDATED FINANCIAL CONDITION

The Company had total consolidated assets of $1,167 million at December 31,
1997, an increase of $104 million or 9.8% from 1996. This change is principally
a result of separate account asset growth of $229 million due to strong
investment performance of the underlying investment funds, continued consumer
preference for participation in the stock market through separate accounts, and
the additional product offerings and investment options introduced in 1997,
offset by a reduction in general account assets due to the maturity and
repayment of MLMSC's mortgage-backed bonds.

INVESTMENTS

The following table outlines by type of investment the carrying value of the
general account investment portfolio of the Company:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Investment Type  (In '000's)                               1997                   1996
------------------------------------------------------------------------------------------
<S>                                                    <C>                    <C>
Fixed maturities                                       $ 67,893               $ 51,708
Equities                                                 19,460                 21,572
Mortgage loans                                              131                    645
Policy Loans                                             14,673                  9,822
Cash and Short-Term Investments                          22,012                 17,493

------------------------------------------------------------------------------------------
TOTAL INVESTMENTS                                      $124,169               $101,240
------------------------------------------------------------------------------------------
</TABLE>


General account investments increased by $22.9 million or 22.6% from 1996. This
change is due to an increase in fixed maturities of $16.2 million and cash and
short-term investments of $4.5 million. In the fourth quarter of 1997,
ManAmerica borrowed $33 million from its parent, ManUSA, to provide additional
liquidity and to meet the costs of new business strain resulting from
significant COLI sales.


FIXED MATURITIES

The Company's fixed maturity bond portfolio of $67.9 million represents 55% of
investments at the end of 1997, compared to 51% at the end of 1996.

As at December 31, 1997, 97.5% of the bond portfolio was rated "A" or higher,
and 100% was rated investment grade, "BBB" or higher. The corresponding
percentages at the end of 1996 were 85.9% and 97.5%.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Fixed maturities by Investment Grade
 (In '000's)                                                1997                                 1996
----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>             <C>                  <C>
AAA                                           $52,496                77.2%           $16,953              32.7%
AA                                                516                 1.0%             5,483              10.6%
A                                              13,167                19.3%            21,973              42.5%
BBB                                             1,714                 2.5%             6,032              11.7%
BB & lower, and unrated                             -                  -               1,267               2.5%

----------------------------------------------------------------------------------------------------------------
TOTAL FIXED MATURITIES                        $67,893                                $51,708
----------------------------------------------------------------------------------------------------------------
</TABLE>


EQUITY SECURITIES

The Company's equity portfolio of $19.5 million represents 16% of investments at
the end of 1997, compared to 21% at the end of 1996. The equities consist
entirely of investments in mutual funds sponsored by an affiliate.

                                       8
<PAGE>   9
POLICY LOANS

Policy loans represented 12% of investments at December 31, 1997, compared to
10% in 1996. Most individual life insurance policies provide the individual
policyholder with the right to obtain a policy loan from the Company. Such loans
are made in accordance with the terms of the respective policies, are carried at
the unpaid balance, and are fully secured by the cash surrender value of the
policies on which the respective loans are made.


IMPAIRED ASSETS

Allowances for losses on investments are established when an asset or portfolio
of assets becomes impaired as a result of deterioration in credit quality to the
extent that there is no longer assurance of timely realization of the carrying
value of assets and related investment income. The carrying value of an impaired
asset is reduced to the net realizable value of the asset at the time of
recognition of impairment.

The Company had no provisions for impairments as at December 31, 1997 and 1996.

GUARANTEED ANNUITY CONTRACTS

The Guaranteed Annuity Contract of $171.7 million held by MLMSC with the
Company's parent, ManUSA matured on March 1, 1997, the same date that the
mortgage backed security issued by MLMSC matured and was repaid, resulting in a
decrease in general account assets in 1997.

POLICYHOLDER LIABILITIES

The following table shows the distribution of Policyholder Liabilities and
Separate Account Liabilities by line of business at December 31:


<TABLE>
<CAPTION>
Policyholder Liabilities  (In '000's)                      1997                   1996
----------------------------------------------------------------------------------------
<S>                                                    <C>                    <C>
Life Insurance:
     Taiwan                                            $ 13,291               $ 15,305
     Reinsurance                                         40,975                 44,497
     Variable Life                                       40,211                 32,113
----------------------------------------------------------------------------------------
TOTAL                                                  $ 94,477               $ 91,915
----------------------------------------------------------------------------------------

Separate Account Liabilities (In '000's)                   1997                   1996
----------------------------------------------------------------------------------------

Variable Life Insurance                                $603,732               $399,403
Variable Annuities                                      293,312                268,691
----------------------------------------------------------------------------------------
TOTAL                                                  $897,044               $668,094
----------------------------------------------------------------------------------------
</TABLE>


Separate account liabilities are $897 million, an increase of 34% over 1996.
This reflects the growing popularity of variable products in the marketplace and
the increase in existing fund values due to the increase in the stock market in
1997 and sales of the new COLI product.

Taiwan reserves decreased in 1997 due to the higher lapses and slower growth.

ASSET/LIABILITY MANAGEMENT

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.

                                       9
<PAGE>   10
LIQUIDITY AND CAPITAL REQUIREMENTS

The General account liabilities consist of traditional insurance whose liquidity
requirements do not fluctuate significantly from one year to the next. The
majority of the Company's cash flows arise from policyholder transactions
related to the Separate account, and, as such, the assets and liabilities of
these products are exactly matched.

The Company maintains a prudent amount invested in cash and short term
investments. At the end of 1997, this amounted to $22 million or 17.7% of total
investments compared to $17.5 million in 1996 or 17.3%. In addition, the
Company's liquidity is managed by maintaining an easily marketable portfolio of
fixed maturities. Because of the excess of expense over income, which arises
from the cost of new policy issues, the continued success in generating sales
will not only result in losses in the results from operations, but will create a
cash flow strain as well. The Company's consolidated statements of cash flows
indicates this in that operating activities used cash of $24.7 million and $20.5
million in 1997 and 1996 respectively compared to $29.6 million in 1995. As a
result, the Company looks to its parent, ManUSA, for the necessary capital to
support its operations. In 1995 a surplus note for $8.5 million was issued to
the Company from ManUSA. In 1996, a $15 million contribution of capital was made
to the Company by its Parent to provide further liquidity. In December 1997, the
Company borrowed $33 million from ManUSA pursuant to a promissory note maturing
on February 1, 2007. Manulife Financial provides a claims paying guarantee to
the Company's U.S. policyholders.

The Company has no material commitments for capital expenditures.

CAPITAL REQUIREMENTS AND SOLVENCY PROTECTION

In order to enhance the regulation of insurer solvency, the NAIC enforces
minimum Risk Based Capital (RBC) requirements. The requirements are designed to
monitor capital adequacy and to raise the level of protection that statutory
surplus provides for policyholders. The RBC model law required that life
insurance companies report on a formula-based RBC standard which is calculated
by applying factors to various assets, premium and reserve items. The formula
takes into account risk characteristics of the life insurer, including asset
risk, insurance risk, interest risk and business risk. If an insurer's ratio
falls below certain thresholds, regulators will be authorized, and in some
circumstance required, to take regulatory action. The Company's policy is to
maintain capital and surplus balances well in excess of the minimums required
under government regulations in all jurisdictions in which the Company does
business.



RISK MANAGEMENT PRACTICES AND PROCEDURES

Risk management is a fundamental component in the Company's financial strength
and stability, and is essential to its continuing success. The Company is
committed to comprehensive risk management policies and procedures which measure
and control risk in all of its business activities and allow for periodic
reviews by internal and external auditors and regulators.

The key risks faced by the Company are currency risk, credit, claims, pricing
and business risks. The nature of these risks and how they are managed is
explained in the following sections.


CURRENCY RISK

The Company's policy of matching assets with related liabilities by currency
limits it's exposure to foreign currency movements to a minimal level. The
currency exposure on surplus is proportional to the underlying liabilities, thus
insulating the Company's "surplus to liability" ratios from changes in foreign
currency exchange rates.

As a result of the Company's foreign currency policy, the impact of the current
foreign exchange crisis in Asia on the Company's earnings was minimal although
the Company recognizes that the economic value of the Taiwan branch was affected
by the economic and currency developments in these markets.

CREDIT RISK

Credit risk is the risk that a party to a financial instrument will fail to
fully honor its financial obligations to the Company. Senior management within
the Investments operations establishes policies and procedures for the
management of credit risk which limits concentration by issuer, connections,
rating sector and geographic region. Limits are placed on all personnel in

                                       10
<PAGE>   11
terms of ability to commit the Company to credit instruments. Credit and
commitment exposures are monitored using a rigorous reporting process and are
subject to a formal quarterly review.

CLAIMS RISK

The Company is always subject to the risk of change in the life expectancy of
the population. Claims trends are therefore monitored on an ongoing basis. The
Company uses both its own and industry experience to develop estimates of future
claims.

The management of ongoing claims risk for an insurer includes establishing
appropriate criteria to determine the insurability of applicants as well as
managing the exposure to large dollar claims. Underwriting standards have been
established to manage the insurability of applicants. Management performs
periodic reviews to ensure compliance with standards.

Exposure to large claims is managed by establishing policy retention limits.
Policies in excess of the limits are reinsured with MRC. Underwriting standards
and policy retention limits are reviewed on a periodic basis.

PRICING RISK

The process of pricing products includes the estimation of many factors
including future investment yields, mortality and morbidity experience,
expenses, rates of policy surrender, and taxes. Pricing risk is the risk that
actual experience in the future will not develop as estimated in pricing. Some
products are designed such that adjustments to premiums or benefits can be made
for experience variations, while for other products no such changes are
possible.

The Company manages pricing risks by setting standards and guidelines for
pricing. These standards and guidelines cover pricing methods and assumption
setting, profit margin objectives, required scenario analysis, and
documentation. They also address the areas of pricing software, approved pricing
personnel, and pricing approvals. These standards and guidelines ensure that an
appropriate level of risk is borne by the Company and that an appropriate return
is provided to the policyholders.

During 1997, enhancements were introduced to the pricing risk management
process, including completion of an annual compliance self-assessment by all
business units and the conducting of full audits of business unit pricing
operations on a rotating basis, with all units expected to be audited over a
three to five year cycle.

BUSINESS RISK

Business risk comprises operating risk as well as other risks. Operating risk is
the exposure to inadequate internal controls, including inadequate control of
risk management. Other risks include legal, political, competitive and
environmental risks. Business risks expose the Company to potential loss of
earnings.

The Company manages operating risks by establishing appropriate internal control
policies and procedures. The Company centrally manages business risk using risk
identification and compliance monitoring processes. Diversification of
businesses is an integral part of the Company's business risk management
strategy.

A controllership function has been established in each operation and is
responsible for day-to-day management of operating risk including compliance
with Company control policies.

The Company has coordinated its operational compliance departments under the
supervision of its corporate legal function. This structure ensures compliance
with all legal and regulatory requirements in all jurisdictions in which the
Company does business. All customer-related communications, product brochures
and selling tools, and procedures for compliance therewith, are subject to
review by the compliance function. Compliance is monitored on an ongoing basis.

IMPACT OF YEAR 2000

Preparing computer systems to deal with the Year 2000 risk has become a major
issue for businesses throughout the world. Within the Manulife Financial group,
a group-wide program has been underway since 1996 to make all critical systems
compliant by the end of 1998 and other systems compliant by the end of 1999.
Included in this program are all systems applicable to and shared by the Company
with Manulife Financial. Based on a detailed assessment, Manulife Financial
determined that a portion of its software needs to be modified or replaced so
that its computer systems will function properly into the Year 2000 and beyond.
Like most companies, the Year 2000 issue represents a significant challenge for
Manulife

                                       11
<PAGE>   12
Financial and extensive resources have been dedicated to modifying existing
software and to converting to new software. However, there can be no assurances
that Manulife Financial's systems, nor those of other companies on which
Manulife Financial relies, will be fully converted on a timely basis and
therefore that all adverse effect on the Company due to the Year 2000 risk will
be avoided. Manulife Financial is presently consulting with vendors, customers,
subsidiaries, third-parties and other businesses with which it deals to ensure
that no material aspect of its, or the Company's, operations will be hindered by
the Year 2000 risk.

The costs of the project and the date on which Manulife Financial plans to
complete the modifications are based on management's best estimates and are
subject to some uncertainty. Manulife Financial is using both internal and
external resources to reprogram, or replace, and test the software for Year 2000
modifications. The total cost of this program to Manulife Financial is estimated
to be $64 million, comprised of $55 million for specifically budgeted programs
and $9 million for general contingencies. Manulife Financial has incurred $15
million as at December 31, 1997 of which the Company will receive an allocation
due to its shared systems. The costs allocated are not expected to have a
material effect on the net operating income of the Company.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Following Page

                                       12
<PAGE>   13
                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
                        THE MANUFACTURERS LIFE INSURANCE
                               COMPANY OF AMERICA

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
                       WITH REPORT OF INDEPENDENT AUDITORS

                                    CONTENTS



<TABLE>
<CAPTION>
<S>                                                                                             <C>
Report of Independent Auditors...................................................................14
Audited Consolidated Financial Statements........................................................15
     Consolidated Balance Sheets.................................................................15
     Consolidated Statements of Income...........................................................16
     Consolidated Statements of Changes in Capital And Surplus...................................17
     Consolidated Statements of Cash Flows.......................................................18
Notes to Consolidated Financial Statements.......................................................19
</TABLE>

                                       13
<PAGE>   14
                         REPORT OF INDEPENDENT AUDITORS



The Board of Directors
The Manufacturers Life Insurance Company of America


We have audited the accompanying consolidated balance sheets of The
Manufacturers Life Insurance Company of America as of December 31, 1997 and
1996, and the related consolidated statements of income, changes in capital and
surplus and cash flows for each of the three years in the period ended December
31, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Manufacturers
Life Insurance Company of America at December 31, 1997 and 1996, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997 in conformity with generally
accepted accounting principles.



Philadelphia, Pennsylvania
March 20, 1998                                        Ernst & Young LLP

                                       14
<PAGE>   15
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
As at December 31
ASSETS  ($ thousands)                                                                 1997            1996
--------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
Investments:
Securities available-for-sale, at fair value: (note 4)
       Fixed maturity (amortized cost: 1997 $66,565; 1996 $50,456)               $    67,893       $    51,708
       Equity (cost: 1997 $20,153; 1996 $19,450)                                      19,460            21,572
Mortgage loans                                                                           131               645
Policy loans                                                                          14,673             9,822
Cash and short-term investments                                                       22,012            17,493
--------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS                                                                $   124,169       $   101,240
--------------------------------------------------------------------------------------------------------------
Guaranteed annuity contracts (note 5)                                            $      --         $   171,691
Deferred acquisition costs (note 6)                                                  130,355           102,610
Income taxes recoverable                                                               5,679            10,549
Deferred income taxes (note 7)                                                          --               1,041
Other assets                                                                           9,364             7,378
Separate account assets                                                              897,044           668,094
--------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                     $ 1,166,611       $ 1,062,603
--------------------------------------------------------------------------------------------------------------
LIABILITIES, CAPITAL AND SURPLUS ($ thousands)                                          1997              1996
--------------------------------------------------------------------------------------------------------------
Liabilities:
Policyholder liabilities and accruals                                            $    94,477       $    91,915
Bonds payable (note 5)                                                                  --             158,760
Notes payable (note 8)                                                                41,500             8,500
Due to affiliates                                                                     13,943            11,122
Deferred income taxes (note 7)                                                         1,174              --
Other liabilities                                                                     11,704             7,582
Separate account liabilities                                                         897,044           668,094
--------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                $ 1,052,842       $   945,973
--------------------------------------------------------------------------------------------------------------
Capital and Surplus:
Common shares (note 9)                                                           $     4,502       $     4,502
Preferred shares (note 9)                                                             10,500            10,500
Contributed surplus                                                                   98,569            98,569
Retained earnings (deficit)                                                           (1,910)            1,726
Foreign currency translation adjustment                                               (5,272)             --
Net unrealized gains on securities
    available-for-sale (note 4)                                                          380             1,333
--------------------------------------------------------------------------------------------------------------
TOTAL CAPITAL AND SURPLUS                                                        $   106,769       $   116,630
--------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES, CAPITAL AND SURPLUS                                           $ 1,166,611       $ 1,062,603
--------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       15
<PAGE>   16
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
For the years ended December 31
($ thousands)                                                                         1997             1996             1995
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>              <C>
REVENUE:
     Premiums                                                                     $  5,334          $12,898          $15,293
     Fee income                                                                     41,955           40,434           24,986
     Net investment income (note 4)                                                  8,275           19,651           18,729
     Realized investment gains (losses)                                                118             (119)           3,084
     Other                                                                             544              668               82
------------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUE                                                                      $56,226          $73,532          $62,174
------------------------------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES:
     Policyholder benefits and claims                                             $  6,733          $14,473          $16,905
     Operating costs and expenses                                                   41,742           34,581           30,728
     Commissions                                                                     2,838           10,431            5,859
     Amortization of deferred acquisition costs (note 6)                             4,860           13,240            5,351
     Interest expense                                                                2,750           12,251           12,251
     Policyholder dividends                                                          1,416              872            1,886
------------------------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS AND EXPENSES                                                         60,339           85,848           72,980
------------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE INCOME TAXES                                                            (4,113)         (12,316)         (10,806)
------------------------------------------------------------------------------------------------------------------------------
INCOME TAX BENEFIT (note 7)                                                            477            3,909            3,960
------------------------------------------------------------------------------------------------------------------------------
NET LOSS                                                                          $ (3,636)         $(8,407)         $(6,846)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       16
<PAGE>   17
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS

<TABLE>
<CAPTION>
                                                                                      Net
                                                                                   Unrealized         Foreign        Total
                                                                    Retained      Gains (losses)      Currency      Capital
For the years ended December 31          Capital    Contributed     Earnings      on Securities      Translation      And
($  thousands)                           Stock        Surplus       (Deficit)   Available-for-Sale    Adjustment     Surplus
----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>             <C>         <C>                  <C>           <C>
1997
Balance, January 1                      $15,002       $98,569       $  1,726         $ 1,333             -          $116,630
Net loss during the year                                              (3,636)                                         (3,636)
Change in unrealized gain(loss),
  net of taxes (note 4)                                                                 (953)                           (953)
Other                                                                                                  (5,272)        (5,272)
----------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31 (Note 9)           $15,002       $98,569       $ (1,910)        $   380          $(5,272)      $106,769
----------------------------------------------------------------------------------------------------------------------------
1996
Balance, January 1                      $15,002       $83,569        $10,133         $ 1,816             -          $110,520
Net loss during the year                                              (8,407)                                         (8,407)
Change in unrealized gain(loss),
  net of taxes (note 4)                                                                 (483)                           (483)
Issuance of shares (note 9)                            15,000                                                         15,000
----------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31                    $15,002       $98,569       $  1,726         $ 1,333             -          $116,630
----------------------------------------------------------------------------------------------------------------------------
1995
Balance, January 1                      $15,002       $70,999        $16,979         $(1,141)            -          $101,839
Net loss during the year                                              (6,846)                                         (6,846)
Change in unrealized gain(loss),
  net of taxes                                          2,957                          2,957
Issuance of shares (note 9)                            12,570                                                         12,570
----------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31                    $15,002       $83,569       $ 10,133         $ 1,816             -          $110,520
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       17
<PAGE>   18
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the years ended December 31
($ thousands)                                                                         1997          1996          1995
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>            <C>            <C>
Operating Activities:
Net Loss                                                                        $  (3,636)     $  (8,407)     $ (6,846)
Adjustments to reconcile net loss to net cash used in operating
activities:
     Additions (decreases) to policy liabilities                                   (2,147)         3,287         7,329
     Deferred acquisition costs                                                   (33,544)       (36,024)      (28,147)
     Amortization of deferred acquisition costs                                     4,860         13,240         5,351
     Realized (gains) losses on investments                                          (118)           119        (3,084)
     Decreases to deferred  income taxes                                            2,730            777         1,168
     Other                                                                          7,144          6,540        (5,336)
-----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                           $ (24,711)     $ (20,468)     $(29,565)
-----------------------------------------------------------------------------------------------------------------------
Investing Activities:
Fixed maturity securities sold                                                  $  73,772      $ 120,234      $  67,507
Fixed maturity securities purchased                                               (89,763)      (108,401)       (76,402)
Equity securities sold                                                             10,586         25,505          6,500
Equity securities purchased                                                       (11,289)       (22,203)        (1,726)
Mortgage loans repaid                                                                 514          6,669         77,086
Policy loans advanced                                                              (4,851)        (2,867)        (2,461)
Guaranteed annuity contracts                                                      171,691        (16,356)       (79,710)
-----------------------------------------------------------------------------------------------------------------------
Cash provided by (used in) investing activities                                 $ 150,660      $   2,581      $  (9,206)
-----------------------------------------------------------------------------------------------------------------------
Financing Activities:
Receipts from variable life and annuity policies
     credited to policyholder account balances                                  $   7,582      $   5,493      $   9,017
Withdrawals of policyholder account balances on
     variable life and annuity policies                                            (3,252)        (2,994)        (3,173)
Bonds payable repaid                                                             (158,760)             -              -
Issuance of shares                                                                      -         15,000         12,570
Issuance of promissory note                                                        33,000              -              -
Issuance of surplus notes                                                               -              -          8,500
-----------------------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities                                 $(121,430)     $  17,499      $  26,914
-----------------------------------------------------------------------------------------------------------------------
Cash and Short-Term Investments:
Increase (decrease) during the year                                                 4,519           (388)       (11,857)
Balance, beginning of year                                                         17,493         17,881         29,738
-----------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                                            $  22,012      $  17,493      $  17,881
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       18
<PAGE>   19
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                            (IN THOUSANDS OF DOLLARS)


1.       ORGANIZATION

         The Manufacturers Life Insurance Company of America ("ManAmerica" or
         the "Company") is a wholly-owned subsidiary of The Manufacturers Life
         Insurance Company (U.S.A.) ("ManUSA" or the "Parent"), which is in turn
         an indirectly owned subsidiary of The Manufacturers Life Insurance
         Company ("Manulife Financial"), a Canadian-based mutual life insurance
         company. The Company markets variable annuity and variable life
         products in the United States and traditional insurance products in
         Taiwan.


2.       BASIS OF PRESENTATION

     a)  Adoption of Generally Accepted Accounting Principles

         The accompanying consolidated financial statements of The Manufacturers
         Life Insurance Company of America and its wholly-owned subsidiaries
         have been prepared in accordance with generally accepted accounting
         principles ("GAAP").

         Prior to 1996, the Company prepared its financial statements in
         conformity with statutory accounting practices prescribed or permitted
         by the Insurance Department of the State of Michigan which practices
         were considered GAAP for mutual life insurance companies and their
         wholly-owned direct and indirect subsidiaries. Financial Accounting
         Standard Board Interpretation 40, "Applicability of Generally Accepted
         Accounting Principles to Mutual Life Insurance and Other Enterprises"
         ("FIN 40") as amended, which is effective for 1996 annual financial
         statements and thereafter, no longer permits statutory based financial
         statements to be described as being prepared in conformity with GAAP.
         Accordingly, the Company has adopted GAAP including Statement of
         Financial Accounting Standards 120 ("FAS 120"), "Accounting and
         Reporting by Mutual Life Insurance Enterprises and by Insurance
         Enterprises for Certain Long Duration Participating Contracts", which
         addresses the accounting for long-duration insurance and reinsurance
         contracts, including all participating business.

         Pursuant to the requirements of FIN 40 and FAS 120, the effect of the
         changes in accounting have been applied retroactively and the
         previously issued 1995 financial statements have been restated for the
         change.

         The adoption had the effect of increasing net income for 1995 by
         approximately $6,859.

     b)  Recent Accounting Standards

         In 1997, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("FAS") No. 129 "Disclosure
         of Information about Capital Structure," FAS No. 130 "Reporting
         Comprehensive Income," and FAS No. 131 "Disclosures about Segments of
         an Enterprise and Related Information." These new accounting standards,
         which will be effective for the 1998 financial statements, will result
         primarily in additional disclosures in the Company's financial
         statements and are not expected to have a material effect on the
         Company's financial position and results of operations.


     c)  Reorganization

         On December 20, 1995, Manulife Reinsurance Corporation (U.S.A.) ("MRC")
         transferred to the Company all of the common and preferred shares of
         Manufacturers Adviser Corporation ("MAC"), an investment adviser
         registered under the Investment Advisers Act of 1940.

         On December 31, 1996, ManUSA transferred to the Company all of the
         common and preferred shares of Manulife Holding Corporation ("Holdco"),
         an investment holding company. Holdco has primarily two wholly-owned

                                       19
<PAGE>   20
         subsidiaries, ManEquity Inc., a registered broker/dealer, and the
         Manufacturers Life Mortgage Securities Corporation ("MLMSC"), an issuer
         of mortgage-backed US Dollar bonds. The Company then transferred all
         the common and preferred shares of MAC to Holdco for two shares of $1
         common stock of Holdco.

         These transfers have been accounted for using the pooling-of-interests
         method of accounting. Under this method, the assets, liabilities,
         capital and surplus, revenues and expenses of each separate entity are
         combined retroactively at their historical carrying values to form the
         financial statements of the Company for all periods presented to give
         effect to the reorganization as if the structure in place at December
         31, 1996 had been in place as of the earliest period presented in these
         consolidated financial statements. The accounts of all subsidiary
         companies are therefore combined and all significant inter-company
         balances and transactions are eliminated on combination. In addition,
         the capital and surplus of the Company has been restated retroactively
         to reflect the capital structure in place at December 31, 1996.

         The revenues and net income reported by the separate entities and the
         combined amounts presented in the accompanying consolidated financial
         statements are as follows:

         For the years ended December 31

<TABLE>
<CAPTION>
         ($ thousands)                                 1996                         1995
         ---------------------------------------------------------------------------------
<S>                                                 <C>                          <C>
         Revenue:
           ManAmerica                               $54,404                      $45,655
           Holdco                                    15,543                       13,828
           MAC                                        3,585                        2,691
         ---------------------------------------------------------------------------------
         TOTAL REVENUE                              $73,532                      $62,174
         ---------------------------------------------------------------------------------
         Net Income (loss):
           ManAmerica                               $(8,676)                     $(7,402)
           Holdco                                      (670)                         (10)
           MAC                                          939                          566
         ---------------------------------------------------------------------------------
         TOTAL NET LOSS                             $(8,407)                     $(6,846)
         ---------------------------------------------------------------------------------
</TABLE>

         In October 1997, MLMSC was absorbed into Holdco subsequent to the
         maturity and repayment of the mortgage-backed US dollar bonds. All
         assets and liabilities of MLMSC were transferred to Holdco at their
         respective book values.

3.       SIGNIFICANT ACCOUNTING POLICIES

     a)  Preparation of Financial Statements

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

     b)  Investments

         The Company classifies all of its fixed maturity and equity securities
         as available-for-sale and records these securities at fair value.
         Realized gains and losses on sales of securities classified as
         available-for-sale are recognized in net income using the specific
         identification method. Changes in the fair value of securities
         available-for-sale are reflected directly in surplus after adjustments
         for deferred taxes and deferred acquisition costs. Discounts and
         premiums on investments are amortized using the effective interest
         method.

         Mortgage loans are reported at amortized cost, net of a provision for
         losses. The provision for losses is established for mortgage loans
         which are considered to be impaired when the Company has determined
         that it is probable that all amounts due under contractual terms will
         not be collected. Impaired loans are reported at the lower of unpaid
         principal or fair value of the underlying collateral.

         Policy loans are reported at aggregate unpaid balances which
         approximate fair value.

                                       20
<PAGE>   21
         Short-term investments include investments with maturities of less than
         one year at the date of acquisition.

     c)  Deferred Acquisition Costs (DAC)

         Commissions and other expenses which vary with and are primarily
         related to the production of new business are deferred to the extent
         recoverable and included as an asset. DAC associated with variable
         annuity and variable life insurance contracts is charged to expense in
         relation to the estimated gross profits of those contracts. The
         amortization is adjusted retrospectively when estimates of current or
         future gross profits are revised. DAC associated with traditional life
         insurance policies is charged to expense over the premium paying period
         of the related policies. DAC is adjusted for the impact on estimated
         future gross profits assuming the unrealized gains or losses on
         securities had been realized at year-end. The impact of any such
         adjustments is included in net unrealized gains (losses) in Capital and
         Surplus. DAC is reviewed annually to determine recoverability from
         future income and, if not recoverable, it is immediately expensed.

     d)  Policyholder Liabilities

         For variable annuity and variable life contracts, reserves equal the
         policyholder account value. Account values are increased for deposits
         received and interest credited and are reduced by withdrawals,
         mortality charges and administrative expenses charged to the
         policyholders. Policy charges which compensate the Company for future
         services are deferred and recognized in income over the period earned,
         using the same assumptions used to amortize DAC.

         Policyholder liabilities for traditional life insurance policies sold
         in Taiwan are computed using the net level premium method and are based
         upon estimates as to future mortality, persistency, maintenance expense
         and interest rate yields that were established in the year of issue.

     e)  Separate Accounts

         Separate account assets and liabilities represent funds that are
         separately administered, principally for variable annuity and variable
         life contracts, and for which the contract holder, rather than the
         Company, bears the investment risk. Separate account contract holders
         have no claim against the assets of the general account of the Company.
         Separate account assets are recorded at market value. Operations of the
         separate accounts are not included in the accompanying financial
         statements.

     f)  Revenue Recognition

         Fee income from variable annuity and variable life insurance policies
         consists of policy charges for the cost of insurance, expenses and
         surrender charges that have been assessed against the policy account
         balances. Policy charges that are designed to compensate the company
         for future services are deferred and recognized in income over the
         period benefited, using the same assumptions used to amortize DAC.
         Premiums on long-duration life insurance contracts are recognized as
         revenue when due. Investment income is recorded when due.

     g)  Expenses

         Expenses for variable annuity and variable life insurance policies
         include interest credited to policy account balances and benefit claims
         incurred during the period in excess of policy account balances.

     h)  Reinsurance

         The Company is routinely involved in reinsurance transactions in order
         to minimize exposure to large risks. Life reinsurance is accomplished
         through various plans including yearly renewable term, co-insurance and
         modified co-insurance. Reinsurance premiums and claims are accounted
         for on a basis consistent with that used in accounting for the original
         policies issued and the terms of the reinsurance contracts. Premiums
         and claims are reported net of reinsured amounts. Amounts paid with
         respect to ceded reinsurance contracts are reported as reinsurance
         receivables in other assets.

                                       21
<PAGE>   22
     i)  Foreign Exchange

         The Company's Taiwanese branch balance sheet and statement of income
         are translated at the current exchange and average exchange rates for
         the year respectively. The resultant translation adjustments are
         included as a separate component in capital and surplus. In prior
         years, there were no reported translation adjustments as there were no
         significant movements in foreign currency exchange rates.

     j)  Income Tax

         Income taxes have been provided for in accordance with Statement of
         Financial Accounting Standards 109 ("FAS109") "Accounting for Income
         Taxes." The Company joins ManUSA, MRC, Capitol Bankers Life Insurance
         Company and Manulife Reinsurance Limited ("MRL") in filing a U.S.
         consolidated income tax return as a life insurance group under
         provisions of the Internal Revenue Code. In accordance with an income
         tax sharing agreement, the Company's income tax provision (or benefit)
         is computed as if the Company filed a separate income tax return. Tax
         benefits from operating losses are provided at the U.S. statutory rate
         plus any tax credits attributable to the Company, provided the
         consolidated group utilizes such benefits currently. Deferred income
         taxes result from temporary differences between the tax basis of assets
         and liabilities and their recorded amounts for financial reporting
         purposes. Income taxes recoverable represents amounts due from ManUSA
         in connection with the consolidated return.


4.       INVESTMENTS AND INVESTMENT INCOME

     a)  Fixed Maturity and Equity Securities

         At December 31, 1997, all fixed maturity and equity securities have
         been classified as available-for-sale and reported at fair value. The
         amortized cost and fair value is summarized as follows:


<TABLE>
<CAPTION>
                                                             Gross                   Gross
                                           Amortized Cost    Unrealized Gains        Unrealized            Fair Value
            As at December 31,                                                       Losses
           ($ thousands)                  1997       1996     1997      1996      1997        1996      1997       1996
           ----------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>       <C>       <C>      <C>          <C>       <C>        <C>
           Fixed maturity securities:
           U.S. government              $51,694    $ 9,219   $  937    $  386   $  (135)     $ (98)    $52,496    $ 9,507
           Foreign governments            6,922      9,227      203       221       (14)        (8)      7,111      9,440
           Corporate                      7,949     32,010      415       981       (78)      (230)      8,286     32,761
           ----------------------------------------------------------------------------------------------------------------
           Total fixed maturity         $66,565    $50,456   $1,555    $1,588   $  (227)     $(336)    $67,893    $51,708
            securities

           Equity securities            $20,153    $19,450   $1,496    $2,134   $(2,189)     $ (12)    $19,460    $21,572
           ----------------------------------------------------------------------------------------------------------------
</TABLE>

         Proceeds from sales of fixed maturity securities during 1997 were
         $73,772 (1996 $120,234; 1995 $67,507). Gross gains of $955 and gross
         losses of $837 were realized on those sales (1996 $1,858 and $1,837;
         1995 $2,630 and $218 respectively).

         Proceeds from sale of equity securities during 1997 were $10,586 (1996
         $25,505; 1995 $6,500). Gross gains of $NIL and gross losses of $NIL
         were realized on those sales (1996 $NIL and $140; 1995 $785 and $113
         respectively).

         The contractual maturities of fixed maturity securities at December 31,
         1997 are shown below. Expected maturities may differ from contractual
         maturities because borrowers may have the right to call or prepay
         obligations with or without prepayment penalties. Corporate
         requirements and investment strategies may result in the sale of
         investments before maturity.

                                       22
<PAGE>   23
<TABLE>
<CAPTION>
         ($ thousands)                                  Amortized cost           Fair Value
         -----------------------------------------------------------------------------------
<S>                                                     <C>                      <C>
         Fixed maturity securities
              One year or less                              $ 1,654               $ 1,651
              Greater than 1; up to 5 years                   3,876                 3,953
              Greater than 5; up to 10 years                 50,353                50,655
              Due after 10 years                             10,682                11,634
         -----------------------------------------------------------------------------------
         TOTAL FIXED MATURITY SECURITIES                    $66,565               $67,893
         -----------------------------------------------------------------------------------
</TABLE>

         UNREALIZED GAINS (LOSSES) ON SECURITIES AVAILABLE-FOR-SALE

         Net unrealized gains (losses) on fixed maturity and equity securities
         included in capital and surplus were as follows:

<TABLE>
<CAPTION>
         As at December 31
         ($ thousands)                                                                  1997           1996
         ----------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>
         Gross unrealized gains                                                     $  3,051       $  3,722
         Gross unrealized losses                                                     (2,416)          (348)
         DAC and other fair value adjustments                                           (50)        (1,321)
         Deferred income taxes                                                         (205)          (720)
         ----------------------------------------------------------------------------------------------------
         NET UNREALIZED GAINS (LOSSES) ON SECURITIES AVAILABLE-FOR-SALE
                                                                                    $    380       $  1,333
         ----------------------------------------------------------------------------------------------------
</TABLE>

     b)  Investment Income

         Income by type of investment was as follows:

<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                                             1997           1996             1995
         ----------------------------------------------------------------------------------------------
<S>                                                              <C>           <C>              <C>
         Fixed maturity securities                               $4,545        $ 4,447          $ 4,430
         Mortgage loans                                              67            278            3,076
         Equity securities                                          331            671              646
         Guaranteed annuity contracts                             2,796         13,196            9,691
         Other investments                                          705          1,419            1,235
         ----------------------------------------------------------------------------------------------
         Gross investment income                                  8,444         20,011           19,078
         ----------------------------------------------------------------------------------------------
         Investment expenses                                        169            360              349
         ----------------------------------------------------------------------------------------------
         NET INVESTMENT INCOME                                   $8,275        $19,651          $18,729
         ----------------------------------------------------------------------------------------------
</TABLE>


5.       GUARANTEED ANNUITY CONTRACTS AND BONDS PAYABLE

         The Company's wholly-owned subsidiary, Manufacturers Life Mortgage
         Securities Corporation, has historically invested amounts received as
         repayments of mortgage loans in annuities issued by ManUSA. These
         annuities were collateral for the 8 1/4 % mortgage-backed bonds
         payable. On March 1, 1997 the annuities matured and the proceeds were
         used to repay the bonds payable.

         In October 1997, MLMSC was absorbed into Manulife Holding Corporation.

                                       23
<PAGE>   24
6.       DEFERRED ACQUISITION COSTS

         The components of the change in DAC were as follows:

<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                                                  1997             1996             1995
         -------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>               <C>
         Balance at January 1,                                      $102,610        $  78,829         $ 60,124
         Capitalization                                               33,544           36,024           28,147
         Accretion of interest                                         9,357            6,344            4,992
         Amortization                                                (16,864)         (19,159)         (10,852)
         Effect of net unrealized gains (losses)
              on securities available for sale                         1,268              996           (4,091)
         Other                                                           440             (424)             509
         -------------------------------------------------------------------------------------------------------
         BALANCE AT DECEMBER 31                                     $130,355        $ 102,610         $ 78,829
         -------------------------------------------------------------------------------------------------------
</TABLE>


7.       INCOME TAXES

         Components of income tax benefit were as follows:

<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                                  1997                1996             1995
         ------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>              <C>
         Current expense (benefit)                      $(3,207)         $(4,686)         $(5,128)
         Deferred expense (benefit)                       2,730              777            1,168
         ------------------------------------------------------------------------------------------
         TOTAL BENEFIT                                  $  (477)         $(3,909)         $(3,960)
         ------------------------------------------------------------------------------------------
</TABLE>

         The Company's deferred income tax liability, which results from tax
         effecting the differences between financial statement values and tax
         values of assets and liabilities at each balance sheet date, relates to
         the following:

<TABLE>
<CAPTION>
         As at December 31
         ($ thousands)                                                   1997             1996
         -------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>
         Deferred tax assets:

              Differences in computing policy reserves                $34,291          $28,508
              Policyholder dividends payable                              240              283
              Investments                                                 793                -

         -------------------------------------------------------------------------------------
         Deferred tax assets                                          $35,324          $28,791
         -------------------------------------------------------------------------------------
         Deferred tax liabilities:
              Deferred acquisition costs                              $30,682          $25,522
              Investments                                                 166              928
              Other deferred tax liabilities                            5,650            1,300
         -------------------------------------------------------------------------------------
         Deferred tax liabilities                                      36,498           27,750
         -------------------------------------------------------------------------------------
         NET DEFERRED TAX ASSETS (LIABILITIES)                        $(1,174)        $  1,041
         -------------------------------------------------------------------------------------
</TABLE>

         The Company and its US insurance affiliates have available capital loss
         carryforwards of $4,800 which will begin to expire in 1999 and can only
         be used by Capitol Bankers Life Insurance Company.

8.       NOTES PAYABLE

         a)       The Company has an outstanding surplus debenture in the amount
                  of $8,500 plus interest at 6.7% issued on December 31, 1995 to
                  ManUSA which matures on December 31, 2005. Payments of
                  principal and interest cannot be made without prior approval
                  of the Insurance Commissioner of the State of Michigan and the
                  Company's Board of Directors, and to the extent the Company
                  has sufficient unassigned surplus on a statutory basis
                  available for such payment.

                                       24
<PAGE>   25
         b)       The Company has an outstanding promissory note in the amount
                  of $33,000 plus interest at 6.95% issued on December 5, 1997
                  payable to ManUSA which matures on February 1, 2007.


9.       CAPITAL AND SURPLUS

         The Company has two classes of capital stock, as follows:

<TABLE>
<CAPTION>
         As at December 31:
         ($ thousands)                                             1997            1996
         -----------------------------------------------------------------------------------
<S>                                                             <C>              <C>
         Authorized:
             5,000,000 Common shares, Par value $1.00
             5,000,000 Preferred shares, Par value $100.00
         Issued and Outstanding:
             4,501,860 Common shares                            $ 4,501,860      $ 4,501,860
             105,000 Preferred shares                            10,500,000       10,500,000
         -----------------------------------------------------------------------------------
         TOTAL                                                  $15,001,860      $15,001,860
         -----------------------------------------------------------------------------------
</TABLE>


         During 1996, the Company issued two common shares to its Parent Company
         in return for a capital contribution of $15,000.

         During 1995, the Company issued one common share to its Parent Company
         in return for a capital contribution of $12,570.

         The Company is subject to statutory limitations on the payment of
         dividends to its Parent. Under Michigan Insurance Law, the payment of
         dividends to shareholders is restricted to the surplus earnings of the
         Company, unless prior approval is obtained from the Michigan Insurance
         Bureau.

         The aggregate statutory capital and surplus of the Company at December
         31, 1997 was $56,598 (1996 $76,202). The aggregate statutory net loss
         of the Company for the year ended 1997 was $2,550 (1996 $15,961; 1995
         $13,705). State regulatory authorities prescribe statutory accounting
         practices that differ in certain respects from generally accepted
         accounting principles followed by stock life insurance companies. The
         significant differences relate to investments, deferred acquisition
         costs, deferred income taxes, non-admitted asset balances and reserve
         calculation assumptions.


10.   FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying values and the estimated fair values of certain of the
         Company's financial instruments at December 31, 1997 were as follows:


<TABLE>
<CAPTION>
         ($ thousands)                                             Carrying Value        Fair Value
         ------------------------------------------------------------------------------------------
<S>                                                                 <C>                 <C>
         Assets:
             Fixed maturity and equity securities                   $87,353             $87,353
             Mortgage loans                                             131                 131
             Policy loans                                            14,673              14,673
         Liabilities:
             Promissory note                                         33,000              33,000
             Surplus note                                             8,500               8,220
         ------------------------------------------------------------------------------------------
</TABLE>

         The following methods and assumptions were used to estimate the fair
         values of the above financial instruments:

         FIXED MATURITY AND EQUITY SECURITIES: Fair values of fixed maturity and
         equity securities were based on quoted market prices, where available.
         Fair values were estimated using values obtained from independent
         pricing services.

                                       25
<PAGE>   26
         MORTGAGE LOANS: Fair value of mortgage loans was estimated using
         discounted cash flows using contractual maturities and discount rates
         that were based on U.S. Treasury rates for similar maturity ranges,
         adjusted for risk, based on property type.

         POLICY LOANS:   Carrying values approximate fair values.

         PROMISSORY NOTE: Carrying value approximates fair value.

         SURPLUS NOTE: Fair value was estimated using current interest rates
         that were based on U.S. Treasuries for similar maturity ranges.


11.      RELATED  PARTY TRANSACTIONS

         The Company has a formal service agreement with Manulife Financial
         which can be terminated by either party upon two months' notice. Under
         the Agreement, the Company will pay direct operating expenses incurred
         each year by Manulife Financial on its behalf. Services provided under
         the agreement include legal, actuarial, investment, data processing and
         certain other administrative services. Costs incurred under this
         agreement were $30,873, $26,982 and $23,210 in 1997, 1996 and 1995
         respectively. In addition, there were $11,249, $6,934 and $5,052 of
         agents bonuses allocated to the Company during 1997, 1996 and 1995,
         respectively, which are included in commissions.

         The Company has several reinsurance agreements with affiliated
         companies which may be terminated upon the specified notice by either
         party. These agreements are summarized as follows:

         (a)  The Company assumes two blocks of insurance from ManUSA under
              coinsurance treaties. The Company's risk is limited to $100,000 of
              initial face amount per claim plus a pro-rata share of any
              increase in face amount.

         (b)  The Company cedes the risk in excess of $25,000 per life to MRC
              under the terms of an automatic reinsurance agreement

         (c)  The Company cedes a substantial portion of its risk on its
              Flexible Premium Variable Life policies to MRC under the terms of
              a stop loss reinsurance agreement.

         Selected amounts relating to the above treaties reflected in the
financial statements are as follows:

<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                                        1997          1996           1995
         ----------------------------------------------------------------------------------------
<S>                                                       <C>             <C>          <C>
         Life and annuity premiums assumed                $    509        $  676       $  5,959
         Life and annuity premiums ceded                     1,157             -              -
         Policy reserves assumed                            40,975        44,497         47,386
         Policy reserves ceded                                 130           304          3,838
         ----------------------------------------------------------------------------------------
</TABLE>

         Reinsurance recoveries on ceded reinsurance contracts to affiliates
         were $3,972, $NIL and $NIL during 1997, 1996 and 1995 respectively.

         The Company markets variable life insurance and variable annuity
         products through Separate Accounts which use Manufacturers Investment
         Trust (formerly NASL Series Trust) as its investment vehicle. The
         Manufacturers Investment Trust is an entity sponsored by an affiliated
         company, The Manufacturers Life Insurance of North America (formerly
         North American Security Life Insurance Company).

         Manulife Financial provides a claims paying guarantee to the Company's
         U.S. policyholders.

                                       26
<PAGE>   27
12.      REINSURANCE

         In the normal course of business, the Company assumes and cedes
         reinsurance as a party to several reinsurance treaties with major
         unrelated insurance companies. The Company remains liable for amounts
         ceded in the event that reinsurers do not meet their obligations.

         The effects of reinsurance on premiums were as follows:

<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                              1997              1996                1995
         ---------------------------------------------------------------------------------------
<S>                                               <C>              <C>                 <C>
         Direct premiums                          $8,572           $12,998             $ 9,809
         Reinsurance ceded                         2,590               776                 475
         ---------------------------------------------------------------------------------------
         TOTAL PREMIUMS                           $5,982           $12,222             $ 9,334
         ---------------------------------------------------------------------------------------
</TABLE>

         Reinsurance recoveries on ceded reinsurance contracts were $909, $357
         and $170 during 1997, 1996 and 1995 respectively.


13.      FOREIGN OPERATIONS

         The Company markets traditional life insurance products in Taiwan
         through its Taiwanese Branch. The carrying amount of net assets located
         in Taiwan as at December 31, 1997 and 1996 was $6,006 and $15,080
         respectively.

         The net income (loss) related to the Taiwan and U.S. business was as
         follows:


<TABLE>
<CAPTION>
         For the years ended December 31
         ($ thousands)                                  1997              1996                1995
         -------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>                 <C>
         Taiwan                                     $(2,835)         $(17,530)           $ (9,332)
         U.S.                                          (801)             9,123               2,486
         -------------------------------------------------------------------------------------------
         TOTAL                                      $(3,636)         $ (8,407)           $ (6,846)
         -------------------------------------------------------------------------------------------
</TABLE>


14.      CONTINGENCIES

         The Company is subject to various lawsuits that have arisen in the
         course of its business. Contingent liabilities arising from litigation,
         income taxes and other matters are not considered material in relation
         to the financial position of the Company.

                                       27
<PAGE>   28
                          FINANCIAL STATEMENT SCHEDULES

                                       28
<PAGE>   29
                         REPORT OF INDEPENDENT AUDITORS
                        ON FINANCIAL STATEMENT SCHEDULES


The Board Of Directors
The Manufacturers Life Insurance Company Of America



We have audited the financial statements of The Manufacturers Life Insurance
Company of America as of December 31, 1997 and 1996 and 1995 and for each of the
three years in the period ended December 31, 1997 and have issued our current
year report thereon dated March 20, 1998 (included elsewhere in this Annual
Report on Form 10-K). Our audits also included the financial statement schedules
listed in this Annual Report on Form 10-K. These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.


Philadelphia, Pennsylvania                              Ernst & Young LLP
March 20, 1998

                                       29
<PAGE>   30
                        THE MANUFACTURERS LIFE INSURANCE
                               COMPANY OF AMERICA

                      SCHEDULE I -- SUMMARY OF INVESTMENTS
                    OTHER THAN INVESTMENTS IN RELATED PARTIES

                                DECEMBER 31, 1997
                                  ($THOUSANDS)



<TABLE>
<CAPTION>
                                                                                                 Amount
                                                                         Market                Shown in the
Type of Investment                                     Cost              Value                 Balance Sheet
--------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>                    <C>
Fixed maturities:
    United States Government                         $ 51,694           $ 52,496                 $ 52,496
    Foreign Governments                                 6,922              7,111                    7,111
    Corporate                                           7,949              8,286                    8,286

--------------------------------------------------------------------------------------------------------------
TOTAL FIXED MATURITIES                               $ 66,565           $ 67,893                 $ 67,893
--------------------------------------------------------------------------------------------------------------

Equity Securities:
    Common stocks - other                              20,153             19,460                   19,460
Mortgage loans                                            131                                         131
Policy loans                                           14,673                                      14,673
Cash and short term investments                        22,012                                      22,012

--------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS                                    $123,534           $ 87,353                 $124,169
==============================================================================================================
</TABLE>

                                       30
<PAGE>   31
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
               SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
                                  ($ THOUSANDS)



<TABLE>
<CAPTION>
                                                  Future
                                                  Policy                        Other
                                                  Benefits                      Policy
                                 Deferred         Losses, Claims                Claims and                       Net
                                 Acquisition      and              Unearned     Benefits        Premium          Investment
Segment                          Costs            Loss Expenses    Premiums     Payable         Revenue          Income
---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>              <C>          <C>             <C>              <C>
1997:
    Life Insurance and           $130,355         $91,994          $674         $1,809          $ 5,334          $ 5,103
annuities
    Other (incl. non-                   -               -             -              -                -            3,172
life subsidiaries)
---------------------------------------------------------------------------------------------------------------------------
Total                            $130,355         $91,994          $674         $1,809          $ 5,334          $ 8,275
===========================================================================================================================


1996:
    Life Insurance and           $102,610         $91,915          $635         $  379          $12,898          $ 6,141
annuities
    Other (incl. non-                   -               -             -              -                -           13,510
life subsidiaries)
---------------------------------------------------------------------------------------------------------------------------
Total                            $102,610         $91,915          $635         $  379          $12,898          $19,651
===========================================================================================================================

1995:
    Life Insurance and           $ 78,829         $86,129          $642         $  582          $15,293          $ 5,841
annuities
    Other (incl. non-                   -               -             -              -                -           12,888
life subsidiaries)
---------------------------------------------------------------------------------------------------------------------------
Total                            $ 78,829         $86,129          $642         $  582          $15,293          $18,729
===========================================================================================================================
</TABLE>




<TABLE>
<CAPTION>


                                 Benefits, Claims
                                 Losses and          Other
                                 Settlement          Operating
Segment                          Expenses            Expenses
--------------------------------------------------------------
<S>                              <C>                 <C>
1997:
    Life Insurance and           $ 6,733             $46,968
annuities
    Other (incl. non-                  -               2,472
life subsidiaries)
--------------------------------------------------------------
Total                            $ 6,733             $49,440
==============================================================


1996:
    Life Insurance and           $14,473             $52,067
annuities
    Other (incl. non-                  -               6,185
life subsidiaries)
--------------------------------------------------------------
Total                            $14,473             $58,252
==============================================================

1995:
    Life Insurance and           $16,905             $37,151
annuities
    Other (incl. non-                  -               4,787
life subsidiaries)
--------------------------------------------------------------
Total                            $16,905             $41,938
==============================================================
</TABLE>

                                       31
<PAGE>   32
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
                           SCHEDULE IV -- REINSURANCE
                                  ($ THOUSANDS)




<TABLE>
<CAPTION>
Col. A                               Col. B          Col. C             Col. D            Col. E           Col. F
--------------------------------------------------------------------------------------------------------------------------
                                     Gross           Ceded to           Assumed                            Percentage of
                                     Amount          Other              from Other        Net                 Amount
                                                     Companies          Companies         Amount           Assumed to Net
                                 -----------------------------------------------------------------------------------------
<S>                                 <C>             <C>                <C>               <C>                 <C>
Year ended December 31,
1997:                                $9,834,590      $2,083,344         $84,172           $7,835,418          1.07%
    Life insurance in force
                                 =========================================================================================

Insurance Premiums:
    Life                             $    8,572      $    3,747         $   509           $    5,334          9.54%
                                 =========================================================================================

Year ended December 31,
1996:                                $7,700,816      $  552,986         $98,741           $7,246,571          1.36%
    Life insurance in force
                                 =========================================================================================

Insurance Premiums:
    Life                             $   12,998      $      776         $   676           $   12,898          5.24%
                                 =========================================================================================

Year ended December 31,
1995:                                $5,140,950      $  147,818         $97,908           $5,091,040          1.92%
    Life insurance in force
                                 =========================================================================================

Insurance Premiums:
    Life                             $    9,809      $      475         $ 5,959           $   15,293         38.97%
                                 =========================================================================================
</TABLE>

                                       32
<PAGE>   33
Item 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

Nothing to Report

                                       33
<PAGE>   34
                                    PART III

ITEM 10 -  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The directors and executive officers of the Company, together with their
principal occupations during the past five years, are as follows:


<TABLE>
<CAPTION>
Name (Age)                                Position with Manufacturers Life          Principal Occupation
                                          of America
-----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                       <C>
Sandra M. Cotter (35)                     Director (since December 1992)            Attorney -- 1989-present, Dykema,
                                                                                    Gossett

James D. Gallagher(42)                    Director, Secretary and                   Vice President, Secretary and
                                          General Counsel                           General Counsel -- January 1997-
                                                                                    present, ManUSA; Vice President,
                                                                                    Legal Services U.S. Operations --
                                                                                    January 1996-present, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company; Vice President, secretary
                                                                                    and General Counsel-- 1994-
                                                                                    present, The Manulife North
                                                                                    America; Vice President and
                                                                                    Associate General Counsel-- 1991-
                                                                                    1994, The Prudential Insurance
                                                                                    Company of America

Bruce Gordon (54)                         Director Since May 1996                   Vice President, U.S. Operations-
                                                                                    Pensions -- 1990-present, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company

Donald A. Guloien (41)                    President and Director (since             Senior Vice President, Business
                                          September 1990)                           Development -- 1994-to present,
                                                                                    The Manufacturers Life Insurance
                                                                                    Company; Vice President, U.S.
                                                                                    Individual Business --1990-1994
                                                                                    The Manufacturers Life Insurance
                                                                                    Company

Theodore Kilkuskie (42)                   Director                                  Vice President, U.S. Individual
                                                                                    Insurance -- January 1997-present,
                                                                                    ManUSA; Vice President, U.S.
                                                                                    Individual Insurance -- June 1995-
                                                                                    present, The Manufacturers Life
                                                                                    Insurance Company; Executive Vice
                                                                                    President, Mutual Funds -- January
                                                                                    1995-May 1995, State Street
                                                                                    Research; Vice President, Mutual
                                                                                    Funds -- 1987-1994, Metropolitan
                                                                                    Life Insurance Company

Joseph J. Pietroski (59)                  Director (since July 1982)                Senior Vice President, General
                                                                                    Counsel and Corporate Secretary --
                                                                                    1988-present, The Manufacturers
                                                                                    Life Insurance Company
</TABLE>

                                       34
<PAGE>   35
<TABLE>
<CAPTION>
<S>                                       <C>                                       <C>
John D. Richardson (60)                   Chairman and Director (since              Senior Vice President, and General
                                          January 1995)                             Manager, U.S. Operations -- 1995-
                                                                                    present, he Manufacturers Life
                                                                                    Insurance Company; Senior Vice
                                                                                    President and General Manager,
                                                                                    Canadian Operations -- 1992-1994

John R. Ostler (45)                       Vice President, Chief Actuary and         Financial Vice President -  1992-
                                          Treasurer                                 present, The Manufacturers Life
                                                                                    Insurance Company


Douglas H. Myers (43)                     Vice President, Finance and               Assistant Vice President and
                                          Compliance, Controller                    Controller, U.S. Operations --
                                                                                    1988-present, The Manufacturers
                                                                                    Life Insurance Company

Victor Apps (49)                          Senior Vice President and General         Senior Vice President and
                                          Manager                                   General Manager, Greater China
                                                                                    Division -- 1995-present, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company; Vice President and
                                                                                    General Manager, Greater China
                                                                                    Division -- 1993-1995, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company; International Vice
                                                                                    President, Asia Pacific
                                                                                    Division -- 1988-1993, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company

Robert A. Cook (43)                       Vice President                            Vice President, Product
                                                                                    Management --1996-present, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company; Sales and Marketing
                                                                                    Director, U.K. Division -- 1994-
                                                                                    1995, The Manufacturers Life
                                                                                    Insurance Company; Vice
                                                                                    President, Corporate Strategic
                                                                                    Review -- 1992-1993, The
                                                                                    Manufacturers Life Insurance
                                                                                    Company
</TABLE>


Item 11  -    EXECUTIVE COMPENSATION

The company's executive officers may also serve as officers of one or more of
Manulife Financial's affiliates. Allocations have been made as to such officers'
time devoted to duties as executive officers of the Company. The following table
shows the allocated compensation paid or awarded to or earned by the Company's
Chief Executive Officer for services provided to the Company. No other executive
officer had allocated cash compensation in excess of $100,000.

                           Summary Compensation Table

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Name and     Year      Salary     Bonus    Other             Restricted      Securities         LTIP        All Other
Principal                                  Annual            Stock           Under-lying        Payouts     Compensation (1)
Position                                   Compensation      Award(s)        Options/SARs
-----------------------------------------------------------------------------------------------------------------------------
<S>          <C>       <C>        <C>      <C>               <C>             <C>                <C>         <C>
Donald A.    1997      $8,732     $5,515   n/a               n/a             n/a                n/a         $12
Guloien,
President
</TABLE>

(1) Bonus for 1996 performance paid in 1997.

(2) Does not include group health insurance since the plans are the same for all
salaried employees. Other Annual Compensation disclosed only if the aggregate
value of the perquisite exceeded the lesser of $50,000 or 10% of salary and
bonus.

(3) Other Compensation includes the value of term life insurance premiums paid
by Manulife for the benefit of the executive officer and Company paid 401(k)
plan contributions. In prior years, this column included company paid pension
plan contributions but this year there were no company paid contributions since
the plan is overfunded.





                                       35
<PAGE>   36

The Management Resources and Compensation Committee (the "Committee") of the
Board of Directors for Manulife Financial approves the compensation programs for
all officers as well as the annual review of Manulife Financial's Annual
Incentive Plan awards and Long-Term Incentive Plan grants. Executive officers
participate in certain plans sponsored by Manulife Financial.

Manulife Financial's executive compensation policies are designed to recognize
and reward individual performance as well as provide a total compensation
package which is competitive with the median of Manulife Financial's comparator
group.

Manulife Financial's officer compensation program is comprised of three key
components; base salary, annual incentive and long-term incentive.

SALARY

The Committee approves the salary ranges and salary increase levels for all Vice
Presidents and above based on competitive industry data for all markets in which
Manulife Financial operates. Salary increases to Manulife Financial's officers
and executives have been consistent with the salary increase programs approved
for all employees.

In establishing Manulife Financial's competitive position and developing annual
salary increase programs, Manulife Financial uses several annual surveys as
prepared by independent compensation consulting firms with reference to publicly
disclosed information.

The compensation of executive officers is determined by the individual to whom
the officer reports and is approved by Manulife Financial.

ANNUAL INCENTIVE PLAN

Manulife Financial's Annual Incentive Plan ("AIP") provides the opportunity to
earn incentive bonuses based on the achievement of pre-established corporate and
divisional earnings objectives and divisional and individual performance
objectives. The AIP uses earnings and performance measures to determine awards
with predetermined thresholds for each component as approved by the Committee
annually. Incentive award levels are established for each participant based on
organizational level. When corporate and divisional performance objectives are
significantly exceeded, a participant can receive up to a maximum of 150% to
200% of the established incentive award which would result in incentive award
levels ranging from 22.5% to 100% of base salary. For named Executive Officers,
incentive award levels range from 20-35% of base salary assuming achievement of
targeted performance objectives. If corporate and divisional performance
objectives are above or below targeted performance the incentive award is
adjusted according to plan guidelines.

LONG TERM INCENTIVE PLAN

<TABLE>
<CAPTION>
                                                              Estimated Future Payouts Under
                                                             Non-Securities-Price-Based Plans
                                                                        (US $)(3)
                                                       -------------------------------------------
                                    Performance or
               Securities Units       Other Period
               or Other Rights      Until Maturation    Threshold                         Maximum
Name               (#)(1)            or Payout(2)       ($ or #)     Target ($ or #)(4)   ($ or #)
-------------  ----------------     ----------------   ----------    ------------------   --------
<S>                 <C>               <C>                  <C>            <C>                <C>
Don Guloien         837               Jan. 1, 2001         N/A            $4,819             N/A
</TABLE>

Notes:

(1) Each grant has two components: Cash Appreciation Rights and Retirement
    Appreciation Rights.

(2) The appreciation in the value of Cash Appreciation Rights are redeemed four
    years following the grant date. Retirement Appreciation Rights are only
    redeemed upon retirement or cessation of employment with the Company.

(3) Canadian dollars converted to US dollars using a book rate of 1.36.

(4) The target is calculated assuming Cash Appreciation Rights are exercised
    in the fourth year. At that time 50% of the target is redeemed in cash and
    the balance continues to appreciate until redeemed upon retirement or
    cessation of employment.


All employees at the Vice President level and above are eligible to participate
in the Manulife Financial Long-Term Incentive Plan ("LTIP").

The purpose of the LTIP is to encourage senior officers to act in the long term
interests of Manulife Financial and to provide an opportunity to share in value
creation as measured by the changes in the Manulife Financial's statutory
surplus. The LTIP is an appreciation rights plan which requires that substantial
portion of any accumulated gain remain invested with Manulife Financial during
the participant's career with Manulife Financial.

The Committee reviews the LTIP on an annual basis with respect to Manulife
Financial's performance, targeted growth and competitive position. Based on
management's recommendations, the Committee approves certain officers for
participation in plan, when grants will be awarded, and the size and terms of
grant.

Grants are determined as a percentage of the participant's base salary or
Canadian job grade midpoint depending on organization level of the participant.

Each grant has two components: cash appreciation rights and retirement
appreciation rights which are granted in tandem on a one-for-one basis. Grants
appreciate proportionally to the statutory surplus of Manulife Financial. Cash
appreciation rights are

                                       36
<PAGE>   37
exercised on the fourth anniversary of the grant whereas retirement appreciation
rights may only be exercised upon retirement. The net present value of the
payout opportunity after four years varies between 20% to 100% of base salary
depending on the organization level of the participant.

PERQUISITES

In addition to cash compensation, all officers are entitled to a standard
benefit package including medical, dental, pension, basic and dependent life
insurance, defined benefit plan and long and short-term disability coverage.

Canadian domiciled officers at the Vice President levels and above are eligible
to receive the Executive Flexible Spending Account. The objective of the program
is to assist and encourage the executive officer to represent the interests and
high standards of Manulife Financial, both from a business and a personal
perspective. The program's flexibility allows use of the allowance for benefit
choices from a comprehensive list of options, including: car, mortgage subsidy
and club memberships.



                                       37
<PAGE>   38
CANADIAN STAFF PENSION PLAN

Canadian domiciled executive officers are eligible to participate in Manulife
Financial Canadian Staff Pension Plan and to receive supplemental pension
benefits. Under this plan and the supplemental pension benefit program, income
is payable for the life of the executive officer, with a guarantee of a minimum
of 120 monthly payments. Pensionable earnings for this purpose are calculated as
the highest average of the base earnings and bonuses earned over any 36
consecutive months. The pension benefit is determined by years of service
multiplied by the sum of 1.3% of pensionable earnings up to the average of the
last three years maximum pensionable earnings ("YMPE") and 2% of the excess of
pensionable earnings over the average YMPE, without regard to the maximum
pension limit for registered pension plans imposed by Revenue Canada.

                                       38
<PAGE>   39
Employees hired after the age of 40 who become executive officers within one
year of hire may also receive a service credit equal to their actual period of
service, to a maximum of 10 years. Employees hired between the ages of 30 and 40
who similarly attain executive officer status are entitled to receive a
proportionately reduced benefit under this program.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                             Years of Service
                           --------------------------------------------------------------------------------------
Remuneration ($)             15                 20                 25                 30                 35
-----------------------------------------------------------------------------------------------------------------
                             $                  $                  $                  $                  $
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                <C>                <C>                <C>
125,000                      24,810             33,079             41,349             49,619             57,889
-----------------------------------------------------------------------------------------------------------------
150,000                      30,324             40,432             50,540             60,649             70,757
-----------------------------------------------------------------------------------------------------------------
175,000                      35,839             47,785             59,732             71,678             83,624
-----------------------------------------------------------------------------------------------------------------
200,000                      41,354             55,138             68,923             82,707             96,492
-----------------------------------------------------------------------------------------------------------------
225,000                      46,868             62,491             78,114             93,737             109,360
-----------------------------------------------------------------------------------------------------------------
250,000                      52,383             69,844             87,305             104,766            122,227
-----------------------------------------------------------------------------------------------------------------
300,000                      63,413             84,550             105,688            126,825            147,963
-----------------------------------------------------------------------------------------------------------------
400,000                      85,471             113,962            142,452            170,943            199,433
-----------------------------------------------------------------------------------------------------------------
500,000                      107,530            143,374            179,217            215,060            250,904
-----------------------------------------------------------------------------------------------------------------
600,000                      129,589            172,785            215,982            259,178            302,374
-----------------------------------------------------------------------------------------------------------------
700,000                      151,648            202,197            252,746            303,296            353,845
-----------------------------------------------------------------------------------------------------------------
800,000                      173,707            231,609            289,511            347,413            405,315
-----------------------------------------------------------------------------------------------------------------
900,000                      195,765            261,021            326,276            391,531            456,786
-----------------------------------------------------------------------------------------------------------------
1,000,000                    217,824            290,432            363,040            435,649            508,257
=================================================================================================================
</TABLE>


Don Guloien, President and Chief Operating Officer, has 16.8 years of credited
service.


Item 12  - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)

<TABLE>
<CAPTION>
Title of Class                  Name & Address of               Amount & Nature of              Percent of Class
                                Beneficial Owner                Beneficial Ownership
<S>                             <C>                             <C>                             <C>
Common                          Manulife Reinsurance            4,501,860 shares                100%
                                Corporation

Preferred                       Manulife Reinsurance            105,000                         100%
                                Corporation
</TABLE>


(b) Nothing to report.

(c) Nothing to report.

Item 13  -  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain officers and/or directors of the Company are also officers and/or
directors of ManEquity, Inc., an affiliated broker/dealer. ManEquity, Inc.
received, in 1996, compensation for the sale of variable products issued by the
Company in the amount of $21,492,659. Similar payments will be received in 1997.

Legal fees were paid to the firm of Dykema Gossett during the Company's last
fiscal year. A director of the Company is associated with that firm; however,
legal fees so paid did not exceed 5% of Dykema Gossett's consolidated gross
revenues during its last full fiscal year.

                                       39
<PAGE>   40
                                     PART IV




Item 14.  -  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K.


(a) Financial Statements and Exhibits

(1) The following financial statements of the Registrant are filed as part of
this report:

a. Report of Independent Auditors dated March 13, 1998.

b. Balance Sheets at December 31, 1997 and 1996.

c. Statements of Income for the Years ended December 31, 1997, 1996 and 1995.

d. Statements of Changes in Capital and Surplus for the Years ended December 31,
   1997, 1996 and 1995.

e. Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and
   1995.

f. Notes to Financial Statement - December 31, 1997.


(2)  Financial Statement Schedules:

a. Report of Independent Auditors dated March 13, 1998 on financial statement
   schedules.

b. Schedule I - Summary of Investments - other than Investment in Related
   Parties.

c. Schedule III - Supplemental Insurance Information.

d. Schedule IV - Reinsurance.

All other schedules are omitted because they are not required or the required
information is shown in the financial statements as notes thereto.

(b). The following exhibits are filed as part of this report by incorporation by
     reference as indicated below.


<TABLE>
<CAPTION>
                                                                     PAGE IN SEQUENTIAL
                                                                      NUMBERING SYSTEM
                                                                        WHERE EXHIBIT
EXHIBIT NO.                      DESCRIPTION                              LOCATED
-----------                      -----------                              -------
<S>                              <C>                                 <C>
 (1)                                                                  Not applicable

 (2)                                 None
</TABLE>

                                       40
<PAGE>   41
<TABLE>
<CAPTION>
                                                                     PAGE IN SEQUENTIAL
                                                                      NUMBERING SYSTEM
                                                                        WHERE EXHIBIT
EXHIBIT NO.                      DESCRIPTION                              LOCATED
-----------                      -----------                              -------
<S>                            <C>                                   <C>
(3) (a) (i)                    Restated Articles of                    Filed as Exhibit 3
                               Redomestication of The                  (A) (i) to Post-
                               Manufacturers Life                      Effective Amendment
                               Insurance Company of                    No. 6 on Form S-1
                               America**                               filed by The
                                                                       Manufacturers Life
                                                                       Insurance Company of
                                                                       America on December
                                                                       9, 1996 (File No.
                                                                       33-57020)

(3) (b) (i)                    By-Laws of The                          Filed as Exhibit 3
                               Manufacturers Life                      (b) (i) to Post-
                               Insurance Company of                    Effective Amendment
                               America**                               No. 6 on Form S-1
                                                                       filed by The
                                                                       Manufacturers Life
                                                                       Insurance Company of
                                                                       America on December
                                                                       9, 1996 (File No.
                                                                       33-57020)

(4)(a)                         Form of Multi-Account                   Incorporated by reference
                               Flexible Variable Annuity               to Exhibit (4)(a) to
                               Policy                                  Pre-Effective Amendment
                                                                       No. 1 on Form S-1 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on February
                                                                       10, 1994 (File No. 33-57020).

 (4)(b)(i)                     Individual Retirement                   Incorporated by reference
                               Annuity Rider                           to Exhibit (4)(b)(i)
                                                                       to Pre-Effective Amendment No. 1
                                                                       on Form S-1 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on February
                                                                       10, 1994 (File No. 33-57020).

 (4)(b)(i)(a)                  Trustee-Owned Policies                  Incorporated by reference
                                Annuity Rider                          to Exhibit (4)(b)(i)(a)
                                                                       to Pre-Effective Amendment No.1
                                                                       on Form S-1 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on February
                                                                       10, 1994 (File No. 33-57020).
</TABLE>

                                       41
<PAGE>   42
<TABLE>
<CAPTION>
                                                                     PAGE IN SEQUENTIAL
                                                                      NUMBERING SYSTEM
                                                                        WHERE EXHIBIT
EXHIBIT NO.                      DESCRIPTION                              LOCATED
-----------                      -----------                              -------
<S>                            <C>                                   <C>
(4)(b)(ii)                     Unisex Endorsement                      Incorporated by reference to
                                                                       Exhibit (4)(b)(ii) to the
                                                                       registration statement on Form
                                                                       N-4 filed by The Manufacturers
                                                                       Life Insurance Company of
                                                                       America on January 13, 1993
                                                                      (File No. 33-57018).

(4) (b) (iii)                  Endorsement 0646                        Filed as Exhibit (4) (b) (iii) to
                                                                       Form 10Q by The Manufacturers Life
                                                                       Insurance Company of America on
                                                                       August 14, 1997 (File No.
                                                                       33-57020)
(5)                            Not Applicable

(6)                            Not Applicable

(7)                            Not Applicable

(8)                            Not Applicable

(9)                            Not Applicable

(10)(a)                        Reinsurance Agreement                   Incorporated by reference
                                                                       to Exhibit (10)(a) to
                                                                       Pre-Effective Amendment No. 1 on
                                                                       Form S-1 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on February
                                                                       10, 1994 (File No. 33-57020).

(10)(b)(i)                     Service Agreement between               Incorporated by reference
                               Manufacturers Life of                   to Exhibit (8)(a)
                               America and The Manu-                   to the registration state-
                               facturers Life                          ment on Form N-4 filed by
                               Insurance Company                       The Manufacturers Life
                                                                       Insurance Company of America on
                                                                       January 13, 1993 (File No.
                                                                       33-57018).

 (10)(b)(ii)                   Amendment to Service                    Incorporated by reference
                               Agreement                               to Exhibit (8)(b)
                                                                       to the registration statement
                                                                       on Form N-4 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on January
                                                                       13, 1993 (File No. 33-57018).
</TABLE>

                                       42
<PAGE>   43
<TABLE>
<CAPTION>
                                                                     PAGE IN SEQUENTIAL
                                                                      NUMBERING SYSTEM
                                                                        WHERE EXHIBIT
EXHIBIT NO.                      DESCRIPTION                              LOCATED
-----------                      -----------                              -------
<S>                            <C>                                   <C>
(10)(b)(iii)                   Second Amendment to                     Incorporated by reference
                               Service Agreement                       to Exhibit (10)(b)(iii)
                                                                       to the registration statement
                                                                       on Form N-4 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on April 29,
                                                                       1994 (File No. 33-57018).

(10)(b)(iv)                    Service Agreement between               Incorporated by reference
                               The Manufacturers Life                  to Exhibit (10)(b)(iv)
                               Insurance Company and                   to the registration state-
                               ManEquity, Inc. dated                   ment on Form N-4 filed by
                               January 2, 1991 as amended              The Manufacturers Life
                               March 1, 1994                           Insurance Company of
                                                                       America on April 29, 1994
                                                                       (File No. 33-57018).

(10)(c)                        Specimen Agreement between              Incorporated by reference
                               ManEquity, Inc. and                     to Exhibit (3)(b)
                               registered representatives              (i) to the registration
                                                                       statement on Form N-4 filed by
                                                                        The Manufacturers Life Insurance
                                                                       Company of America on January
                                                                       13, 1993 (File No. 33-57018).

(10)(d)                        Specimen Agreement between              Incorporated by reference
                               ManEquity, Inc. and Dealers             to Exhibit (3)(b) (ii) to
                                                                       the registration statement
                                                                       on Form N-4 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on January
                                                                       13, 1993 (File No. 33-57018).

 (11)                          None

(12)                                                                   Not Applicable

(13)                                                                   Not Applicable

(14)                                                                   Not Applicable

(15)                           None

(16)                                                                   Not Applicable

(17)                                                                   Not Applicable

(18)                           None

(19)                           None
</TABLE>

                                       43
<PAGE>   44
<TABLE>
<CAPTION>
                                                                     PAGE IN SEQUENTIAL
                                                                      NUMBERING SYSTEM
                                                                        WHERE EXHIBIT
EXHIBIT NO.                      DESCRIPTION                              LOCATED
-----------                      -----------                              -------
<S>                            <C>                                   <C>
(20)                                                                   Not Applicable

(21)                                                                   Not Applicable

(22)                           None

(23)(a)                        None

(23)(c)                        None


(24)                           Power of Attorney                       Incorporated by reference to
                                                                       Exhibit 12 to the post-
                                                                       effective amendment No. 10 to
                                                                       the registration statement on
                                                                       Form S-6 filed by The
                                                                       Manufacturers Life Insurance
                                                                       Company of America on February
                                                                       28, 1997 (File No. 33-52310)

(25)                                                                   Not Applicable

(26)                                                                   Not Applicable

(27)                           Financial Data Schedule                 Filed herewith

(28)                                                                   Not Applicable
</TABLE>


(b)  Reports on Form 8-K

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

Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.

No Annual Report covering the Registrant's last fiscal year or proxy material
has been or will be sent to Registrant's security holders.

                                       44
<PAGE>   45
                                   SIGNATURES

Pursuant to the requirements of 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 AMERICA
                                       (Registrant)

March 30, 1998                         By: /s/ Donald A. Guloien
------------------------                  -------------------------------------
            Date                       DONALD A. GULOIEN
                                       President & Director
                                       (Principal Executive Officer)


Attest
/s/  James D. Gallagher
------------------------
JAMES D. GALLAGHER
Secretary

                                       45
<PAGE>   46
                                   SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been signed by the following persons in the capacities
indicated on this 30th day of March, 1998.

<TABLE>
<CAPTION>
Signature                                    Title
<S>                                         <C>
*
-----------------------------               Chairman and Director
JOHN D. RICHARDSON

*
-----------------------------               President and Director
DONALD A. GULOIEN                           (Principal Executive Officer)

*
-----------------------------               Director
SANDRA M. COTTER


/s/  James D. Gallagher
-----------------------------               Director
JAMES D. GALLAGHER

*
-----------------------------               Director
BRUCE GORDON

      *
-----------------------------               Director
JOSEPH J. PIETROSKI

      *
-----------------------------               Director
THEODORE KILKUSKIE, JR.

      *
-----------------------------               Vice President, Finance
DOUGLAS H. MYERS                            (Principal Financial and
                                            Accounting Officer)


*/s/ James D. Gallagher
----------------------------
JAMES D. GALLAGHER
Pursuant to Power of Attorney
</TABLE>

                                       46
<PAGE>   47
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                 Description
-----------                                 -----------
<S>                                         <C>
27                                          Financial data schedule for year ended December 31, 1997
</TABLE>

                                       47