SECURITY FIRST LIFE SEPARATE ACCOUNT A
485APOS, 1999-03-01
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<PAGE>   1
                                                       '33 ACT FILE NO.  33-7094
                                                      '40 ACT FILE NO.  811-3365

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                   ACT OF 1933

                         PRE-EFFECTIVE AMENDMENT NO. [ ]

   
                       POST-EFFECTIVE AMENDMENT NO. 31 [X]
    

                                     AND/OR

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                              AMENDMENT NO. 101 [X]
                        (CHECK APPROPRIATE BOX OR BOXES.)
    

                     SECURITY FIRST LIFE SEPARATE ACCOUNT A
                           (EXACT NAME OF REGISTRANT)

                      SECURITY FIRST LIFE INSURANCE COMPANY
                               (NAME OF DEPOSITOR)

           11365 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
         (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 312-6100

                               RICHARD C. PEARSON
                          PRESIDENT AND GENERAL COUNSEL
                      SECURITY FIRST LIFE INSURANCE COMPANY
           11365 WEST OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE SPACE)

   
[ ]     IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485

[ ]     ON ___________ PURSUANT TO PARAGRAPH (b) OF RULE 485 

[ ]     60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a) OF RULE 485 

[x]     ON MAY 1, 1999 PURSUANT TO PARAGRAPH (a) OF RULE 485 
    


IF APPROPRIATE, CHECK THE FOLLOWING BOX:

[ ] THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
    PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

   
THE COMPANY HAS ELECTED PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940 TO REGISTER AN INDEFINITE NUMBER OF SECURITIES. THE MOST RECENT RULE
24-F-2 NOTICE WAS FILED ON ____________, 1999.
    


<PAGE>   2



                     SECURITY FIRST LIFE SEPARATE ACCOUNT A

                              CROSS REFERENCE SHEET
                               PART A - PROSPECTUS


<TABLE>
<CAPTION>
Item Number in Form N-4                            Caption in Prospectus
- -----------------------                             ---------------------
<S>     <C>                                         <C>
1.      Cover Page                                  Cover Page

2.      Definitions                                 Glossary

3.      Synopsis of Highlights                      Summary of the Contract

4.      Condensed Financial Information             Condensed Financial Information;
                                                    Financial Information

5.      General Description of Registrant,          Description of Security First Life
        Depositor, and Portfolio Companies          Insurance Company, The Separate Account
                                                    and The Funds; Voting Rights; Servicing
                                                    Agent

6.      Deductions and Expenses                     Contract Charges

7.      General Description of Variable Annuity     Descriptions of the Contracts;
        Contracts                                   Accumulation Period; Annuity Benefits

8.      Annuity Period                              Annuity Benefits

9.      Death Benefit                               Death Benefits

10.     Purchases and Contract Value                Description of the Contracts;
                                                    Accumulation Period; Principal
                                                    Underwriter

11.     Redemptions                                 Accumulation Period

12.     Taxes                                       Federal Income Tax Status

13.     Legal Proceedings                           Legal Proceedings

14.     Table of Contents of the Statement of       Table of Contents of the Statement of
        Additional Information                      Additional Information
</TABLE>



<PAGE>   3



                  PART B - STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S>     <C>                                         <C>
15.     Cover Page                                  Cover Page

16.     Table of Contents                           Table of Contents

17.     General Information and History             The Insurance Company; The Separate
                                                    Account: The Trust and The Funds

18.     Services                                    Servicing Agent; Safekeeping of
                                                    Securities; Independent Auditors

19.     Purchase of Securities Being Offered        Purchase of Securities Being Offered

20.     Underwriters                                Distributions of the Contracts

21.     Calculation of Performance Data             Calculation of Performance Data

22.     Annuity Payments                            Annuity Payments

23.     Financial Statements                        Financial Statements
</TABLE>

                                     Part C

        Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this registration statement.


<PAGE>   4
   
[FRONT PAGE]
    

   
                                                                     PROSPECTUS
                                                                     May 1, 1999
    


   
         THE SECURITY FIRST INVESTORS CHOICE VARIABLE ANNUITY CONTRACTS
    

   
                                 issued through
    

   
                     SECURITY FIRST LIFE SEPARATE ACCOUNT A
    

   
                                       by
    

   
                      SECURITY FIRST LIFE INSURANCE COMPANY
    

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

   
This Prospectus gives you important information about the individual flexible
payment fixed and variable annuity contracts issued through Security First Life
Separate Account A by Security First Life Insurance Company (the "Contracts").
Please read it carefully before you invest and keep it for future reference. The
Contracts provide annuity benefits through distributions made from certain
retirement plans that qualify for special Federal income tax treatment
("qualified plans"), as well as from distributions made under retirement plans
that do not qualify for special tax treatment ("non-qualified plans").
    

   
You decide how to allocate your money among the available investment choices.
You may choose to allocate your payments to the General Account, which is a
fixed account (not described in this Prospectus) that offers an interest rate
guaranteed by Security First Life Insurance Company ("Security First Life"), or
to Separate Account A (the "Separate Account"). The Separate Account, in turn,
invests in the following underlying mutual funds:
    


   
           VARIABLE INSURANCE PRODUCTS FUND
    

   
                     Money Market Portfolio
                     Income Portfolio
                     Growth Portfolio
                     Overseas Portfolio
    



<PAGE>   5

   
           VARIABLE INSURANCE PRODUCTS FUND II
    

   
                     Asset Manager Portfolio
                     Contrafund Portfolio
                     Index 500 Portfolio
    

   
           SECURITY FIRST TRUST
    

   
                     T. Rowe Price Growth and Income Series
                     U.S. Government Income Series
                     Equity Series
                     Bond Series
    

   
           THE ALGER AMERICAN FUND
    

                     Small Capitalization Portfolio


   
You can choose any combination of these investment choices. Your Contract Value
will vary daily to reflect the investment experience of the funding options
selected. These mutual funds are described in detail in the fund prospectuses
that are attached to or delivered with this Prospectus. Please read these
prospectuses carefully before you invest. This Prospectus is not valid unless
accompanied by the mutual fund prospectuses.
    

   
For more information:
    

   
If you would like more information about the Contract, you can obtain a copy of
the Statement of Additional Information (SAI) dated May 1, 1999. The SAI is
legally considered a part of this Prospectus as though it were included in the
Prospectus. The Table of Contents of the SAI appears on page ____ of the
Prospectus. To request a free copy of the SAI or to ask questions, write or
call:
    


   
                               Security First Life Insurance Company
                               P.O. Box 92193
                               Los Angeles, California  90009
                               Phone:  (800) 284-4536
    

   
The Securities and Exchange Commission ("SEC") has a website
(http://www.sec.gov) which you may visit to view this Prospectus, the SAI, or
additional material that also is legally considered a part of this Prospectus,
as well as other information.
    



                                       2
<PAGE>   6

   
The SEC has not approved or disapproved these securities nor determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
    


   
[Side Bar: An investment in any of these variable annuities involves investment
risk. You could lose money you invest. The Contracts and the mutual funds are:
    

   
                -       not bank deposits or obligations
    

   
                -       not federally insured or guaranteed
    

   
                -       not endorsed by any bank or government agency
    

   
                -       not guaranteed to achieve their investment objective]
    



                                       3
<PAGE>   7

   
                                TABLE OF CONTENTS
    

   
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Glossary
Summary of the Contracts
Fee Tables and Examples
Condensed Financial Information
Financial and Performance Information
Description of Security First Life Insurance Company, The General Account
 The Separate Account, The Funds and Service Providers
           The Security First Life Insurance Company
           The General Account
           The Separate Account
           The Funds
           Principal Underwriter
           Servicing Agent
           Custodian
Contract Charges
           Premium Taxes
           Surrender Charge
           Administration Fees
           Mortality and Expense Risk Charge
           Federal, State and Local Taxes
           Free Look Period
Description of the Contracts
           Assignment
           Purchase Payments
           Transfers
           Dollar Cost Averaging
           Reallocation Election
           Modification of the Contracts
Accumulation Period
           Crediting Accumulation Units in the Separate Account
           Surrender from the Separate Account
           Account Statements
Annuity Benefits
           Variable Annuity Payments
           Election of Annuity Date and Form of Annuity
           Frequency of Payment
           Level Payments Varying Annually
           Annuity Unit Values
Death Benefits
           Death Before the Annuity Date
           Death After the Annuity Date
Federal Tax Considerations
</TABLE>
    




   
                                       4
    
<PAGE>   8
   
<TABLE>
<S>                                                                         <C>
           General Taxation of Annuities
           Non-qualified Contracts
           Qualified Contracts
           Withholding
Voting Rights
Year 2000 Issue
Legal Proceedings
Additional Information
Table of Contents of Statement of Additional Information
</TABLE>
    

   
Security First Life does not intend to offer the Contracts anywhere or to anyone
to whom they may not lawfully be offered or sold. Security First Life has not
authorized any information or representations about the Contracts other than the
information in this Prospectus, the attached prospectuses, or supplements to the
prospectuses or any supplemental sales material Security First Life authorizes.
    



   
                                       5
    
<PAGE>   9
   
GLOSSARY
    

   
These terms have the following meanings when used in this Prospectus:
    

   
ACCUMULATION UNIT - A measuring unit used to determine the value of your
interest in a Separate Account Series under a Contract at any time before
Annuity payments commence.
    

   
ANNUITANT - The person on whose life Annuity payments under a Contract are
based.
    

   
ANNUITY - A series of income payments made to an Annuitant for a defined period
of time.
    

   
ANNUITIZATION or ANNUITY DATE - The date on which Annuity payments begin.
    

   
ANNUITY UNIT - A measuring unit used to determine the amount of Variable Annuity
payments based on a Separate Account Series under a Contract after such payments
have commenced.
    

   
ASSUMED INVESTMENT RETURN - The investment rate selected by the Annuitant for
use in determining the Variable Annuity payments.
    

   
BENEFICIARY - The person who has the right to a Death Benefit upon your death.
    

   
BUSINESS DAY - Each Monday through Friday except for days the New York Stock
Exchange is not open for trading.
    

   
CONTRACT - The agreement between you and Security First Life covering your
rights.
    

   
CONTRACT DATE - The date your Contract was issued to you.
    

   
CONTRACT VALUE - The sum of your interests in the Separate Account Series and
the General Account. Your interest in the Separate Account Series is the sum of
the values of the Accumulation Units. Your interest in the General Account is
the accumulated value of the amounts allocated to the General Account plus
credited interest as guaranteed in the Contract, less any prior withdrawals
and/or amounts applied to Annuity options.
    

   
CONTRACT YEAR - A 12-month period starting on the Contract Date and on each
anniversary of the Contract Date.
    

   
FIXED ANNUITY - An Annuity providing guaranteed level payments. These payments
are not based upon the investment experience of the Separate Account.
    

   
FREE LOOK PERIOD - The 10-day period when you first receive your Contract.
During this time period, you may cancel your Contract for a full refund of all
    




   
                                       6
    
<PAGE>   10
   
Purchase Payments (or the greater of Purchase Payments or the Contract Value in
some states).
    

   
FREE WITHDRAWAL AMOUNT - The amount that can be withdrawn in a Contract Year
without incurring a surrender charge.
    

   
FUND - A diversified, open-end management investment company, or series thereof,
registered under the Investment Company Act of 1940 ("1940 Act") which serves as
the underlying investment medium for a Series in the Separate Account.
    

   
GENERAL ACCOUNT - All assets of Security First Life other than those in the
Separate Account or any of its other segregated asset accounts.
    

   
NORMAL ANNUITY DATE- The date on which Annuity payments begin if you do not
select another date. It is the later of the Contract anniversary nearest the
Annuitant's 85th birthday or the 10th anniversary of the Contract Date.
    

   
OWNER - You, the person who has title to the Contract.
    

   
PURCHASE PAYMENT - The amounts paid by you to Security First Life in order to
provide benefits under the Contract.
    

   
SEPARATE ACCOUNT - The segregated asset account entitled "Security First Life
Separate Account A" which has been established by Security First Life under
Delaware law to receive and invest amounts allocated by you and by other
contract owners and to provide Variable Annuity benefits under the Contracts.
The Separate Account is registered as a unit investment trust under the 1940
Act.
    

   
SERIES - The Accumulation Unit values and Annuity Unit values maintained
separately for each Fund whose securities are owned by the Separate Account.
    

   
VALUATION DATE - Any Business Day used by the Separate Account to determine the
value of part or all of its assets for purposes of determining Accumulation and
Annuity Unit values for the Contract. Accumulation Unit values will be
determined each Business Day. There will be one Valuation Date in each calendar
week for Annuity Unit values. Security First Life will establish the Valuation
Date at its discretion, but until notice to the contrary is given, that date
will be the last Business Day in a week.
    

   
VALUATION PERIOD - The period of time from one Valuation Date through the next
Valuation Date.
    

   
VARIABLE ANNUITY - An Annuity providing payments that will vary annually in
accordance with the net investment experience of the applicable Separate Account
Series.
    



   
                                       7
    
<PAGE>   11
                            SUMMARY OF THE CONTRACTS

   
The Contracts
    

   
The Contracts may be offered to:
    

   
        -       Qualified Plans such as:
    

   
                -       Section 403(b) tax-sheltered annuities
    

   
                -       Section 457 deferred compensation plans
    

   
                -       Section 401 pension and profit sharing plans
    

   
                -       individual retirement annuities
    

   
                -       traditional Individual Retirement Account ("IRAs")
    

   
                -       Roth IRAs
    

   
[Side Bar: Please see the section "Qualified Contracts" on page ____ for more
information.]
    

   
        -       Plans that do not qualify for special tax treatment
                (Non-qualified Contracts)
    

   
        -       Individuals seeking to accumulate money for retirement
    

   
Purchase Payments
    

   
Purchase Payments under the Contracts are made to the General Account, the
Separate Account, or allocated between them. You cay buy a Contract for $1,000
and add as little as $100 at any time (for IRAs, the minimum is $500 for an
initial Purchase Payment and $100 for each additional payment). There is no
initial sales charge; however, the charges and deductions described under
"Contract Charges" on page ___ will be deducted from the Contract Value.
    

   
You can transfer amounts allocated to the Separate Account:
    

   
        -       between any of the mutual fund investment choices, at any time
                and as many times as you choose
    

   
        -       to the General Account at any time before the amount has been
                applied to a variable annuity option
    

   
You can transfer amounts allocated to the General Account:
    

   
        -       to the Separate Account only to be applied to a Variable Annuity
                option
    

   
[Side Bar: Please see "Transfers" on page ____ for more information.]
    



                                       8
<PAGE>   12

   
Separate Account
    

   
Purchase Payments allocated to the Separate Account are invested at net asset
value in Accumulation Units in one or more of fourteen Series, each of which
invests in one of the following fourteen Funds:
    

   
<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------------------------
  Funds                                                Advisers/Subadvisers
 -----------------------------------------------------------------------------------------------
<S>                                                    <C>
 VARIABLE INSURANCE PRODUCTS FUND                      Fidelity Management and Research Company
                                                       ("FMR")
 -----------------------------------------------------------------------------------------------
 Money Market Portfolio                                FMR
 -----------------------------------------------------------------------------------------------
 Equity Income Portfolio                               FMR
 -----------------------------------------------------------------------------------------------
 Growth Portfolio                                      FMR
 -----------------------------------------------------------------------------------------------
 Overseas Portfolio                                    FMR
 -----------------------------------------------------------------------------------------------
 VARIABLE INSURANCE PRODUCTS FUND II                   FMR
 -----------------------------------------------------------------------------------------------
 Asset Manager Portfolio                               FMR
 -----------------------------------------------------------------------------------------------
 Contrafund Portfolio                                  FMR
 -----------------------------------------------------------------------------------------------
 Index 500 Portfolio                                   FMR
 -----------------------------------------------------------------------------------------------
 SECURITY FIRST TRUST                                  Security First Investment Management
                                                       Corporation ("Security Management")
 -----------------------------------------------------------------------------------------------
 T. Rowe Price Growth and Income Series                T. Rowe Price Associates, Inc. ("Price
                                                       Associates")
 -----------------------------------------------------------------------------------------------
 U.S. Government Income Series                         BlackRock Financial Management, Inc.
                                                       ("BlackRock")
 -----------------------------------------------------------------------------------------------
 Equity Series                                         BlackRock
 -----------------------------------------------------------------------------------------------
 Bond Series                                           Neuberg & Berman, LLC ("N & B")
 -----------------------------------------------------------------------------------------------
 THE ALGER AMERICAN FUND                               Fred Alger Management, Inc. ("Alger
                                                       Management")
 -----------------------------------------------------------------------------------------------
 Small Capitalization Portfolio                        Alger Management
</TABLE>
    


   
[Side Bar: Please see "The Separate Account" on page ____ and "The Funds" on
page ____ for more information.]
    



                                       9
<PAGE>   13

   
Charges and Deductions
    

   
The following fees and expenses apply to your Contract:
    


   
<TABLE>
<CAPTION>
                          Fee or expense                                  Amount of fee
- ---------------------------------------------------------------------------------------
<S>                                                                     <C>
Daily deductions

           -         Administration fee (deducted from                  .00041%
                     your interest in the Separate                      (.15% per year)
                     Account)

           -         Mortality and Expense Risks fee                    .003425%
                                                                        (1.25% per year)


Surrender charge (contingent deferred sales charge)

                     -         Deducted if you request a full or        7% of Purchase Payment
                               partial withdrawal of Purchase           and amounts credited to
                               Payments from the Separate               it. This charge decreases
                               Account within seven years               1% each year after the
                               after the Purchase Payment is made       Purchase Payment is made
</TABLE>
    

   
As described later in this Prospectus, this charge will not apply to:
    

   
           -          the first withdrawal in any year of up to 10% of your
                      interest in the Separate Account and 10% of your interest
                      in the General Account; or
    

   
           -          withdrawals made if you are confined to a hospital for at
                      least 30 consecutive days or to a skilled nursing home for
                      at least 90 consecutive days.
    

   
<TABLE>
<CAPTION>
                          Fee or expense                                  Amount of fee
- ---------------------------------------------------------------------------------------
<S>                                                                     <C>

Premium Taxes

           -         Payable to a state or government                   0% - 2.35%
                     agency with respect to your Contract.              (3.50% in Nevada)
                     It may be deducted on or after the date
                     the tax is incurred.
                     Currently, Security First Life
                     deducts these taxes upon
                     annuitization.
</TABLE>
    



   
[Side Bar: Please see "Charges and Deductions" on page ___ for more
information.]
    

                                       10
<PAGE>   14


   
Free Look Period
    

   
You may cancel your Contract within 10 days after you receive it (or longer
depending on state law) for a full refund of all Purchase Payments (or the
greater of Purchase Payments or the Contract Value in some states). Purchase
Payments allocated to the Separate Account will be initially allocated to the
Money Market Portfolio during the Free Look Period.
    

   
[Side Bar: Please see "Free Look Period" on page ____ for more information.]
    


   
Variable Annuity Payments
    

   
You select the Annuity Date, an Annuity payment option and an assumed investment
return. You may change any of your selections before your Annuity Date. Your
monthly Annuity payments will start on the Annuity Date. Payments will vary from
year to year based on a comparison of the assumed investment returns you
selected with the actual investment experience of the Series in which the
Contract Value is invested.
    

   
If your monthly payments from a particular Series are less than $50, Security
First Life may change the frequency of your payments so that each payment will
be at least $50 from that Series.
    


   
Surrender
    

   
You may surrender all or part of your Contract Value before the Annuity Date.
You may not make a partial withdrawal if it would cause your interest in any
Series or the General Account to fall below $500.
    

   
However, if you are withdrawing the entire amount allocated to a Series; these
restrictions do not apply.
    

   
You may be assessed a surrender charge. In addition, any earnings surrendered
will be taxed as ordinary income and may be subject to a penalty tax under the
Internal Revenue Code. Certain restrictions apply for qualified Contracts.
    

   
[Side Bar: Please see "Surrender Charge" on page ___ and "Federal Tax
Considerations" on page ___ for more information.
    



   
                                       11
    
<PAGE>   15
   
Death Benefit
    

   
One of the insurance guarantees we provide you under your Contract is that your
Beneficiary(ies) will be protected against market downturns. You name your
Beneficiary(ies). If you die before the Annuity Date, your Beneficiary(ies) will
receive a death benefit that is the greatest of:
    

   
        -       the total of all Purchase Payments less any partial withdrawals;
                or
    

   
        -       the Contract Value at settlement; or
    

   
        -       if the Contract is issued when you (and all co-owners) are age
                70 or younger, the greater of the Contract Value at the seventh
                anniversary of Contract Date or each following fifth
                anniversary.
    

   
Your Beneficiary(ies) may choose to receive this benefit in a lump sum or to
apply it to certain of the available annuity forms contained in this Contract.
    

   
[Side Bar: Please see "Death Benefits" on page ____ for more information.]
    


   
                             FEE TABLE AND EXAMPLES
    

   
The purpose of these fee tables and examples is to assist you in understanding
the various costs and expenses that you will bear, directly or indirectly, under
your Contract.
    


   
Expense Data
    

   
The table reflects expenses of the Separate Account as well as expenses of the
underlying Funds that make up the investment options for the Separate Account.
In addition to the expenses listed below, premium taxes may be applicable.*
Please see Fund prospectuses for a more complete description of the various
costs and expenses of the Funds.
    

   
* Under state law, premium taxes may be deducted from each Purchase Payment or
upon annuitization. At this time Security First Life deducts the premium tax
only from amounts annuitized.
    

   
[The following information assumes that the entire Contract Value is in the
Separate Account:]
    



   
                                       12
    
<PAGE>   16
   
                                   FEE TABLES
    

   
                                  Your Expenses
    


   
<TABLE>
<CAPTION>
                                                       Years since
                                                     Purchase Payment
                                                       was received         Percentage
                                                       ------------         ----------
<S>                                                  <C>                    <C>
   Surrender Charge (Deferred Sales Charge) (as a       less than 1             7%
   percentage of amounts accumulated with
   respect to a purchase payment)
                                                        1 but not 2             6%
                                                        2 but not 3             5%
                                                        3 but not 4             4%
                                                        4 but not 5             3%
                                                        5 but not 6             2%
                                                        6 but not 7             1%
                                                        7 or more               0%

           Separate Account Annual Expenses
      (As a percentage of average Contract Value.
       Deducted daily from the Separate Account.)

Administration Fee                                                            .15%
Mortality and Expense Risk Fees                                              1.25%
Total Separate Account Annual                                                1.40%
   Expenses
</TABLE>
    



   
                              Fund Annual Expenses
                     (As a percentage of average net assets)
                             (Net of reimbursement)
    

   
<TABLE>
<CAPTION>
                                     Money        Equity                                   Asset
                                     Market       Increase     Growth      Overseas       Manager     Contrafund
                                    Portfolio    Portfolio    Portfolio    Portfolio     Portfolio    Portfolio
- -----------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>          <C>          <C>          <C>           <C>          <C>
(a)       Management Fee                %             %           %            %             %            %
- -----------------------------------------------------------------------------------------------------------------
(b)       Other Expenses                %             %           %            %             %            %
- -----------------------------------------------------------------------------------------------------------------
(c)       Total Annual Expenses         %             %           %            %             %            %
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
    



   
                                       13
    
<PAGE>   17
   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                  T. Rowe Price                                                       Small
                                     Index 500   Growth & Income   U.S. Government                                Capitalization
                                     Portfolio       Series         Income Series    Equity Series   Bond Series    Portfolio
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>               <C>               <C>             <C>          <C>
(a)       Management Fee                 %               %                %                %              %             %
- --------------------------------------------------------------------------------------------------------------------------------
(b)       Other Expenses                 %               %                %                %              %             %
- --------------------------------------------------------------------------------------------------------------------------------
(c)       Total Annual Expenses          %               %                %                %              %             %
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

   
*Effective August 27, 1992 commencement of operation, the Portfolio's investment
adviser voluntarily agreed to limit expenses to .28% of average net assets.
    

   
Examples
    
   
<TABLE>
                                          CONDITIONS                                               TIME PERIODS
SEPARATE                     You would pay the following expenses                    ----------------------------------------
ACCOUNT                   on a $1,000 investment assuming 5% annual                  1 Year    3 Years    5 Years    10 Years
SERIES                                return on assets:                              ----------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                    <C>    <C>       <C>        <C>        <C>
Money Market           (a) upon surrender at the end of the stated time       (a)
Portfolio              period
                                                                              (b)
                       (b) if the Contract WAS NOT surrendered
- -----------------------------------------------------------------------------------------------------------------------------
Equity Income          SAME                                                   (a)
Portfolio
                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Growth Portfolio       SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Overseas Portfolio     SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Asset Manager          SAME                                                   (a)
Portfolio
                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Contrafund Portfolio   SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Index 500 Portfolio    SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Growth   SAME                                                   (a)
& Income Series
                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
U.S. Government        SAME                                                   (a)
Income Series
                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Equity Series          SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Bond Series            SAME                                                   (a)

                                                                              (b)
- -----------------------------------------------------------------------------------------------------------------------------
Small Capitalization   SAME                                                   (a)
Portfolio
                                                                              (b)
</TABLE>
    


   
The [fee table and] examples do not represent past or future expenses. Actual
expenses may be greater or less than those shown.
    



   
                                       14
    
<PAGE>   18
 
   
                        CONDENSED FINANCIAL INFORMATION
    
 
   
    This table sets forth condensed financial information on Accumulation Units
respecting contracts issued through the Separate Account. The information is
derived from the financial statements of the Separate Account which have been
audited by Deloitte & Touche, the Separate Account's independent auditors. The
information should be read in conjunction with the financial statements, related
notes and other financial information in the Statement of Additional
Information.
    
   
<TABLE>
<CAPTION>
                                      Twelve    Twelve    Twelve    Twelve     Twelve       Five       Twelve      Twelve
                                      Months    Months    Months    Months     Months      Months      Months      Months
                                       Ended     Ended     Ended     Ended      Ended       Ended       Ended       Ended
      Separate Account Series         7/31/89   7/31/90   7/31/91   7/31/92    7/31/93    12/31/93    12/31/94    12/31/95
      -----------------------         -------   -------   -------   -------    -------    --------    --------    --------
<S>                                   <C>       <C>       <C>       <C>       <C>         <C>         <C>         <C>
Series B (Bond Series)
 Beg. AUV $.........................    5.21      5.77      5.90      6.27        7.07         7.66        7.78       7.42
 End. AUV $.........................    5.77      5.90      6.27      7.07        7.66         7.78        7.42       8.55
 End. No. Non-Qualified AUs.........  14,195    35,914    29,408    34,855      45,488       45,035      35,534     45,117
 End. No. Qualified AUs.............  60,665   129,756   167,461   165,862     227,551      255,421      52,134     61,437
 
Series G (T. Rowe Price Growth and
 Income Series)
 Beg. AUV $.........................    5.23      6.96      6.26      6.84        7.70         8.27        8.70       8.85
 End. AUV $.........................    6.96      6.26      6.84      7.70        8.27         8.70        8.85      11.46
 End. No. Non-Qualified AUs......... 122,310   152,193   103,701   121,098     157,339      170,454     179,634    219,556
 End. No. Qualified AUs............. 120,735   396,570   598,731   826,262   1,300,789    1,510,626     265,635    318,557
 
Series FA (Asset Manager)
 Beg. AUV $ (5/13/93)...............                                              5.00         5.15        5.62       5.21
 End. AUV $.........................                                              5.15         5.62        5.21       6.02
 End. No. Non-Qualified AUs.........                                            14,874      297,065     639,669    636,600
 End. No. Qualified AUs.............                                            14,679      233,747     881,502  1,048,666
 
Series FG (Growth Portfolio)
 Beg. AUV $ (5/24/93)...............                                              5.00         5.06        5.40       5.33
 End. AUV $.........................                                              5.06         5.40        5.33       7.13
 End. No. Non-Qualified AUs.........                                             6,333       68,333     220,859    369,778
 End. No. Qualified AUs.............                                             6,703       69,326     351,616    691,102
 
Series FI (Index 500 Portfolio)
 Beg. AUV $ (6/30/93)...............                                              5.00         4.97        5.20       5.19
 End. AUV $.........................                                              4.97         5.20        5.19       7.04
 End. No. Non-Qualified AUs.........                                                --        9,764      31,543     73,445
 End. No. Qualified AUs.............                                             2,334        8,392      30,822    120,370
 
Series FO (Overseas Portfolio)
 Beg. AUV $ (5/24/93)...............                                              5.00         5.12        5.64       5.67
 End. AUV $.........................                                              5.12         5.64        5.67       6.14
 End. No. Non-Qualified AUs.........                                                --       11,178      82,312     71,276
 End. No. Qualified AUs.............                                               491        8,248     107,910    146,405
 
Series FM (Money Market Portfolio)
 Beg. AUV $ (1/1/94)................                                                                       5.00       5.16
 End. AUV $.........................                                                                       5.16       5.40
 End. No. Non-Qualified AUs.........                                                                     47,324    177,174
 End. No. Qualified AUs.............                                                                      9,656    326,232
 Yield..............................                                                                                 4.45%
 
Series FE (Equity-Income Portfolio)
 Beg. AUV $ (5/25/95)...............                                                                                  5.00
 End. AUV $.........................                                                                                  6.13
 End. No. Non-Qualified AUs..........                                                                               48,543
 End. No. Qualified AUs..............                                                                               82,578
 
Series FC (Contrafund Portfolio)
 Beg. AUV $ (5/16/95)...............                                                                                  5.00
 End. AUV $.........................                                                                                  6.29
 End. No. Non-Qualified AUs.........                                                                                98,145
 End. No. Qualified AUs.............                                                                               143,884
 
Series Su (U.S. Govt. Income Series)
 Beg. AUV $ (5/25/95)...............                                                                                  5.00
 End. AUV $.........................                                                                                  5.43
 End. No. Non-Qualified AUs.........                                                                                 8,806
 End. No. Qualified AUs.............                                                                                10,909
 
Series AS (Small Cap. Portfolio)
 Beg. AUV $ (5/22/95)...............                                                                                  5.00
 End. AUV $.........................                                                                                  6.54
 End. No. Non-Qualified AUs.........                                                                               115,588
 End. No. Qualified AUs.............                                                                               160,410
 
<CAPTION>
                                       Twelve      Twelve        Twelve
                                       Months      Months        Months
                                        Ended       Ended         Ended
      Separate Account Series         12/31/96    12/31/97      12/31/98
      -----------------------         --------    --------      --------
<S>                                   <C>         <C>           <C>
Series B (Bond Series)
 Beg. AUV $.........................      8.55         8.68
 End. AUV $.........................      8.68         9.35
 End. No. Non-Qualified AUs.........    69,877      151,161
 End. No. Qualified AUs.............   100,373      217,131
Series G (T. Rowe Price Growth and
 Income Series)
 Beg. AUV $.........................     11.46        13.77
 End. AUV $.........................     13.77        17.28
 End. No. Non-Qualified AUs.........   386,916      785,697
 End. No. Qualified AUs.............   482,496      979,787
Series FA (Asset Manager)
 Beg. AUV $ (5/13/93)...............      6.02         6.81
 End. AUV $.........................      6.81         8.12
 End. No. Non-Qualified AUs.........   777,592    1,126,240
 End. No. Qualified AUs.............  1,250,934   1,811,814
Series FG (Growth Portfolio)
 Beg. AUV $ (5/24/93)...............      7.13         8.08
 End. AUV $.........................      8.08         9.84
 End. No. Non-Qualified AUs.........   694,471    1,378,097
 End. No. Qualified AUs.............   936,136    1,857,652
Series FI (Index 500 Portfolio)
 Beg. AUV $ (6/30/93)...............      7.04         8.54
 End. AUV $.........................      8.54        11.19
 End. No. Non-Qualified AUs.........   337,427      951,043
 End. No. Qualified AUs.............   428,500    1,207,733
Series FO (Overseas Portfolio)
 Beg. AUV $ (5/24/93)...............      6.14         6.86
 End. AUV $.........................      6.86         7.56
 End. No. Non-Qualified AUs.........   147,181      280,870
 End. No. Qualified AUs.............   204,998      391,203
Series FM (Money Market Portfolio)
 Beg. AUV $ (1/1/94)................      5.40         5.62
 End. AUV $.........................      5.62         5.84
 End. No. Non-Qualified AUs.........   667,110    1,007,633
 End. No. Qualified AUs.............   622,087      939,628
 Yield..............................     3.95%        4.11%
Series FE (Equity-Income Portfolio)
 Beg. AUV $ (5/25/95)...............      6.13         6.93
 End. AUV $.........................      6.93         8.76
 End. No. Non-Qualified AUs..........  389,764      924,121
 End. No. Qualified AUs..............  451,605    1,070,959
Series FC (Contrafund Portfolio)
 Beg. AUV $ (5/16/95)...............      6.29         7.54
 End. AUV $.........................      7.54         9.24
 End. No. Non-Qualified AUs.........   427,465      890,116
 End. No. Qualified AUs.............   530,576    1,104,825
Series Su (U.S. Govt. Income Series)
 Beg. AUV $ (5/25/95)...............      5.43         5.56
 End. AUV $.........................      5.56         5.87
 End. No. Non-Qualified AUs.........    35,598      427,346
 End. No. Qualified AUs.............   186,466    2,238,484
Series AS (Small Cap. Portfolio)
 Beg. AUV $ (5/22/95)...............      6.54         6.73
 End. AUV $.........................      6.73         7.40
 End. No. Non-Qualified AUs.........   454,671    1,006,555
 End. No. Qualified AUs.............   517,158    1,114,890
Series SV (Equity Series)
 Beg. AUV $ (       )...............
 End. AUV $.........................
 End. No. Qualified AUs..............
</TABLE>
    
 
   
- ---------------
 
AUV -- Accumulation Unit Value
AUs  -- Accumulation Units
    



                                       15
<PAGE>   19
   
                      FINANCIAL AND PERFORMANCE INFORMATION
    

   
Performance Information
    

   
From time to time, Security First may advertise the performance of a Series.
This performance information may include:
    

   
           -          the yield and effective yield of Series invested in the
                      Money Market Portfolio of the Separate Account
    

   
           -          average annual total returns for the other Series of the
                      Separate Account.
    

   
Yield is the net income generated by an investment in the Money Market Portfolio
for a specific seven-day period, expressed as a percentage of the value of the
Series' Accumulation Units. Yield is an annualized figure, which means that
Security First Life assumes that the Series will generate the same level of net
income over a one-year period and compounds that income on a semi-annual basis.
Because of the assumed compounding, the Money Market Series' effective yield
will be slightly higher than its yield. The computation of yield reflects all
recurring charges under the Contract to all Owner accounts, including the
mortality and expense risk charge and the administrative expense charge. Yield
does not reflect the possible imposition of early withdrawal charges.
Early withdrawal charges would reduce your performance experience.
    

   
Annual return measures the net income of a Series and any realized or unrealized
gains or losses of the underlying investments in the Series, over the period
stated.
    

   
Average annual total return figures are annualized and, therefore, represent the
average annual percentage change in the value of an investment in a Series over
the period stated. Average annual total returns are expressed for at least one,
five and ten year periods (or from a Series' inception if the Series has been in
existence for less than ten years).
    

   
The computation of average annual total returns reflects all recurring charges
and applicable fees under the Contract to all Owner accounts, including the
following:
    

   
           -          the mortality and expense risk charge,
    

   
           -          the administrative expense charge, and
    

   
           -          the applicable early surrender charge that may be charged
                      at the end of the period in question.
    


   
[Side Bar: All performance numbers are based upon historical earnings. These
numbers are not intended to indicate future results. Yields and average annual
total returns are determined in accordance with the computation methods required
by
    



   
                                       16
    
<PAGE>   20

   
the Securities and Exchange Commission (the "SEC") in the Form N-4 Registration
Statement. These methods are described in detail in the Statement of Additional
Information.]
    


   
Financial Information
    

   
Financial Statements of the Separate Account and Security First Life are
contained in the Statement of Additional Information. Please see the first page
of this Prospectus for information on how to obtain a copy of the Statement.
    



   
DESCRIPTION OF SECURITY FIRST LIFE INSURANCE COMPANY, THE GENERAL ACCOUNT, THE
SEPARATE ACCOUNT, THE FUNDS AND SERVICE PROVIDERS
    


   
Security First Life Insurance Company
    

   
Security First Life is a stock life insurance company founded in 1960 and
organized under the laws of the State of Delaware. Its principal executive
offices are located at 11365 West Olympic Boulevard, Los Angeles, California
90064. Security First Life is authorized to transact the business of life
insurance, including annuities, and is currently licensed to do business in 49
states and the District of Columbia. Security First Life is a wholly-owned
subsidiary of Security First Group, Inc. ("SFG"). SFG in turn is a wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"), a New York mutual
life insurance company.
    

   
MetLife is one of the world's largest financial services companies and the
second largest life insurance company in the United States in terms of total
assets, with approximately $___ billion worth of assets under management as of
December 31, 1998. As a mutual insurance company, MetLife has no shareholders.
However, MetLife announced in November 1998 its intention to convert to a stock
company. The "demutualization" plan will be subject to approval by the Board of
Directors, the State of New York Insurance Department and policyholders. As of
April 30, 1999, MetLife does not know the details of the plan or when or if it
will take effect.
    


   
The General Account
    

   
All of the assets of Security First Life, except for those in the Separate
Account and other segregated asset accounts, make up the assets of the General
Account. You may allocate amounts to the General Account when you purchase your
Contract or you may transfer amounts from the Separate Account at a later date.
Amounts allocated to the General Account are credited with interest at an
interest rate that is guaranteed by Security First Life. Instead of you bearing
the risk of fluctuations in the value of the assets as is the case for amounts
invested in the
    



   
                                       17
    
<PAGE>   21

   
Separate Account, Security First Life bears the full investment risk for amounts
in the General Account. Security First Life has sole discretion to invest the
assets of the General Account, subject to applicable law. The General Account
provisions of the Contract are not intended to be offered by this Prospectus.
Please see the terms of your actual Contract for more information.
    


   
The Separate Account
    

   
Security First Life established the Separate Account on May 29, 1980 in
accordance with the Delaware Insurance Code. The purpose of the Separate Account
is to hold the variable assets that underlie the Contracts and some other
variable annuity contracts that Security First Life offers. The Separate Account
is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940.
    

   
The assets of the Separate Account are held in Security First Life's name on
behalf of the Separate Account and legally belong to Security First Life.
Although the Separate Account, and each of the Series that make up the Separate
Account, are considered as part of Security First Life's general business, the
Separate Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including Security First Life's creditors. All
the income, gains and losses (realized and unrealized) resulting from these
assets are credited to or charged against the Contracts issued from this
Separate Account without regard to Security First Life's other business. Under
state law and the terms of your Contract, the assets of the Separate Account
will not be responsible for liabilities arising out of Security First Life's
other business. Furthermore, Security First Life is obligated to pay all money
it owes under the Contracts even if that amount exceeds the assets in the
Separate Account. However, the amount of variable annuity payments is guaranteed
only to the extent of the level amount calculated at the beginning of each
annuity year(See Annuity Benefits - Level Payments Varying Annually, page ___).
    

   
The Separate Account is divided into a number of investment Series of
Accumulation and Annuity Units. Twelve of these Series are available under the
Contracts as investment choices. Each Series invests in the shares of only one
of the Funds.
    



   
                                       18
    
<PAGE>   22

   
The Funds
    

   
Your investment choices are:
    

   
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
          Fund                        Investment Objective                 Investment Adviser
- -----------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
VIP Money Market Portfolio            The Fund seeks to obtain as high a   FMR
                                      level of current income as is
                                      consistent with preserving capital
                                      and providing liquidity  The
                                      portfolio will invest only in high
                                      quality U.S. dollar denominated
                                      money market securities of
                                      domestic and foreign issuers.
- -----------------------------------------------------------------------------------------------
VIP Equity Income Portfolio           The Fund seeks reasonable income     FMR
                                      by investing primarily in
                                      income-producing equity
                                      securities. In choosing these
                                      securities, the Fund will also
                                      consider the potential for capital
                                      appreciation. The Fund's goal is
                                      to achieve a yield which exceeds
                                      the composite yield on the
                                      securities comprising the Standard
                                      & Poor's 500 Composite Stock Price
                                      Index.
- -----------------------------------------------------------------------------------------------
VIP Growth Portfolio                  The Fund seeks to achieve capital   FMR
                                      appreciation normally through the
                                      purchase of common stocks
                                      (although the portfolio's
                                      investments are not restricted to
                                      any one type of security).
                                      Capital appreciation may also be
                                      found in other types of
                                      securities, including bonds and
                                      preferred stocks.
- -----------------------------------------------------------------------------------------------
VIP Overseas Portfolio                The Fund seeks long-term growth of   FMR
                                      capital primarily through
                                      investments in foreign securities.
                                      Overseas Portfolio provides a
                                      means for investors to diversify
                                      their own portfolios by
                                      participating in companies and
                                      economies outside of the United
                                      States.
- -----------------------------------------------------------------------------------------------
VIP II Asset Manager Portfolio        The Fund seeks high total return     FMR
                                      with reduced risk over the
                                      long-term by allocating its assets
                                      among stocks, bonds, and
                                      short-term, fixed income
                                      instruments.
- -----------------------------------------------------------------------------------------------
VIP II Contrafund Portfolio           The Fund seeks capital               FMR
                                      appreciation by investing in
                                      companies that the investment
                                      adviser believes to be undervalued
                                      due to an overly pessimistic
                                      appraisal by the public.
</TABLE>
    




   
                                       19
    
<PAGE>   23
   
<TABLE>
- -----------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
VIP II Index 500 Portfolio            The Fund seeks investment results    FMR
                                      that correspond to the total
                                      return (i.e., the combination of
                                      capital changes and income) of
                                      common stocks publicly traded in
                                      the United States, as represented
                                      by the Standard & Poor's 500
                                      Composite Stock Price Index while
                                      keeping transaction costs and other
                                      expenses low.
- ----------------------------------------------------------------------------------------------------
SFT T. Rowe Price Growth & Income     The Fund seeks capital growth and    Security Management; Price
Series                                a reasonable level of current        Associates (subadviser)
                                      income. While this series will
                                      generally invest in common stocks
                                      and other equities, it may,
                                      depending on economic conditions,
                                      reduce such investments and
                                      substitute fixed income
                                      instruments.
- --------------------------------------------------------------------------------------------------------
SFT U.S. Government Income Series     The Fund seeks to provide current    Security Management; BlackRock
                                      income.  The Series pursues this     (subadviser)
                                      this objective by investing in a
                                      professionally managed,
                                      diversified portfolio limited
                                      primarily to U.S. government
                                      securities.
- --------------------------------------------------------------------------------------------------------
SFT Equity Series                     The Fund seeks to provide growth     Security Management; BlackRock
                                      of capital and income. The Series    (subadviser)
                                      is managed to take advantage of
                                      trends in the stock market that
                                      favor different styles of stock
                                      selection (value or growth) and
                                      different sizes of companies.
- --------------------------------------------------------------------------------------------------------
SFT Bond Series                       The Fund seeks to achieve the        Security Management; N & B
                                      highest investment income over the   (subadviser)
                                      long-term consistent with the
                                      preservation of principal through
                                      investment primarily in marketable
                                      debt instruments.  Growth of
                                      principal and income will also be
                                      objectives with respect to up to
                                      10% of the Bond Series' assets
                                      which may be invested in common
                                      and preferred stocks.
- --------------------------------------------------------------------------------------------------------
Alger Small Capitalization Portfolio  The Fund seeks long-term capital     Alger Management
                                      appreciation by investing in a
                                      diversified, actively managed
                                      portfolio of equity securities,
                                      primarily of companies within the
                                      range of companies included in the
                                      Russell 2000 Growth Index.  Income
                                      is a consideration in the
                                      investments but is not an
                                      investment objective of the
                                      Portfolio.
</TABLE>
    


   
Each Series buys and sells shares of the corresponding mutual fund. These Funds
invest in stocks, bonds and other investments as indicated above. All dividends
declared by the Funds are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed to you under the Contract. Instead,
dividends generally increase the Accumulation or Annuity Unit Value. You pay no
transaction expenses (i.e., front-end or back-end load sales charges) as a
result of the Separate Account's purchase or sale of these mutual fund shares.
The Funds listed above are available only by purchasing annuities and life
insurance policies offered by Security First Life or by other insurance
companies and are never sold directly to the public. The shares of each Fund are
purchased, without sales charge, for the corresponding Series at the next net
asset value per share determined by a Fund after your payment is received by
Security First Life. Fund shares will be redeemed by the Series to the extent
necessary for Security First Life to make annuity or other payments under the
Contracts.
    



   
                                       20
    
<PAGE>   24

   
    

   
Each of the Funds is a portfolio or series of an open-end management investment
company registered with the SEC under the Investment Company Act of 1940.
Registration does not involve supervision by the SEC of the investment or
investment policies of the Funds. There can be no guarantee that a Fund will
meet its investment objectives.
    

   
The Funds are available to other registered separate accounts offering variable
annuity and variable life products in addition to Security First Life's Separate
Account. In the future, a conflict may develop between one or more separate
accounts invested in the same Fund. The conflict could develop due to change in
the law affecting variable annuity products or from differences in voting
instructions of owners of the different separate accounts. Security First Life
monitors the Series for this type of conflict and will remedy the situation if
such a conflict develops. This may include the withdrawal of amounts invested in
the Funds by you and other Contract Owners.
    


   
[Side Bar: While the Series and their comparably named Funds may have names,
investment objectives and management which are identical or similar to publicly
available mutual funds, these are not those mutual funds. The Funds most likely
will not have the same performance experience as any publicly available mutual
fund.]
    


   
           Substitution of Fund shares
    

   
Security First Life may substitute shares of another fund for Fund shares
directly purchased and apply future Purchase Payments under the Contracts to the
purchase of these substituted shares if the shares of a Fund are no longer
available or further investment in such shares is determined to be inappropriate
by Security First Life's management in view of the purposes of the Contracts.
However, no substitution is allowed unless a majority of the Owners entitled to
vote (those who have invested in the Series) and the SEC approves the
substitution under the 1940 Act.
    



   
[Side Bar: The Funds are more fully described in the Fund prospectuses and
    



   
                                       21
    
<PAGE>   25


   
     their Statements of Additional Information. The prospectuses are attached
     to or accompanied by this Prospectus. The Statements of Additional
     Information are available upon your request.]
    


   
Principal Underwriter
    

Security First Financial, Inc., 11365 West Olympic Boulevard, Los Angeles,
California 90064, a broker-dealer registered under the Securities Exchange Act
of 1934 and a member of the National Association of Securities Dealers, Inc., is
the principal underwriter for the Contracts. Security First Financial, Inc. is a
Delaware corporation and a subsidiary of SFG.


   
Servicing Agent
    

   
SFG provides Security First Life with administrative services, including: office
space, supplies, utilities, office equipment, travel expenses and periodic
reports.
    


   
Custodian
    

   
Security First Life is the custodian of the assets of the Separate Account. The
assets of each Series will be physically segregated by Security First Life and
held separate from the assets of the other Series and of any other firm, person
or corporation. The assets of the Separate Account are further protected by
fidelity bonds which cover all of Security First Life's officers and employees.
    



                                CONTRACT CHARGES

   
Security First Life deducts the charges described below. Security First Life
represents that the charges are reasonable for the service and benefits
provided, costs and expenses incurred, and risks assumed under the Contracts.
    


   
           Services and benefits Security First Life provides include:
    

   
               -      the ability for you to make withdrawals and surrenders
                      under the Contracts;
    

   
               -      the death benefit paid at your death, the Annuitant's
                      death, or the death of the first of joint Contract owners;
    

   
               -      the available funding options and related programs
                      (including dollar-cost averaging, portfolio rebalancing,
                      and systematic withdrawal programs);
    

   
               -      administration of the annuity options available under the
                      Contracts; and
    



   
                                       22
    
<PAGE>   26

   
               -      the distribution of various reports to Contract owners.
    

   
           Costs and expenses incurred by Security First Life include:
    

   
               -      losses associated with various overhead and other expenses
                      from providing the services and benefits under the
                      Contracts;
    

   
               -      sales and marketing expenses; and
    

   
               -      other costs of doing business.
    

   
           Risks assumed by Security First Life include:
    

   
               -      risks that Annuitants may live longer than estimated when
                      the annuity factors under the Contracts were established;
    

   
               -      that the amount of the death benefit will be greater than
                      the Contract value or the maximum of all step-up values
                      for the Enhanced Death Benefit; and
    

   
               -      that the costs of providing the services and benefits
                      under the contracts will exceed the charges deducted.
    

   
Security First Life may also deduct a charge for taxes, if applicable.
    

   
Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.
    

These charges may not be changed under the Contract, and Security First Life may
profit from these charges in the aggregate.

   
Premium Taxes
    

   
Some states assess premium taxes on the Purchase Payments you make. Generally,
premium taxes range from 0% to 2.35% (3.50% in Nevada), depending on the state.
The Contracts permit Security First Life to deduct any applicable premium taxes
from the Contract Value at or after the time they are incurred. Security First
Life currently does not deduct for these taxes at the time you make a Purchase
Payment. However, Security First Life will deduct the total amount of premium
taxes, if any, from the Contract Value when you elect to begin receiving Annuity
payments (Annuitization).
    

   
Surrender Charge
    

   
No sales charge is deducted from any Purchase Payment. During the accumulation
phase, you can withdraw part or all of the Contract Value. In the first partial
surrender in each Contract year, you can withdraw up to 10% of your Contract
Value in the General Account and 10% of the Contract Value in the Separate
Account free of surrender charges. If you withdraw money in excess of 10% of
your Contract Value, you might have to pay a surrender charge on the excess
amount.
    



   
                                       23
    
<PAGE>   27

   
The following schedule shows the surrender charges that apply during the seven
years following each Purchase Payment:
    


   
<TABLE>
<CAPTION>
     -------------------------------------------------------------
     Number of Years
     Since Purchase Payment                  Surrender
     Date                                      Charge
     -------------------------------------------------------------
<S>                                          <C>
     Less than 1 year                            7%
     -------------------------------------------------------------
     1 year but less than 2                      6%
     -------------------------------------------------------------
     2 years but less than 3                     5%
     -------------------------------------------------------------
     3 years but less than 4                     4%
     -------------------------------------------------------------
     4 years but less than 5                     3%
     -------------------------------------------------------------
     5 years but less than 6                     2%
     -------------------------------------------------------------
     6 years but less than 7                     1%
     -------------------------------------------------------------
     7 years or more                             0%
     -------------------------------------------------------------
</TABLE>
    


   
[The surrender charge is calculated by subtracting from the Series or General
Account from which you are withdrawing a Purchase Payment an amount determined
as follows:
    

   
                               the surrender amount
           1 - the percentage surrender charge expressed as a decimal]
    


   
Accumulation Units are cancelled on a first-in, first-out basis, and the amount
credited to your Contract Value with respect to each Purchase Payment will be
subject to the surrender charge. In no event will a surrender charge imposed on
Accumulation Units be more than 9% of Purchase Payments allocated to the
Separate Account. The effect of this varying schedule of percentage charges is
that amounts that you leave in the Separate Account for longer periods of time
are subject to a lower charge than amounts immediately surrendered.
    


   
Example of application of surrender charge. Assume your Contract Value is
$100,000 at the beginning of Contract year 2 and you withdraw $30,000. Because
that amount is more than your 10% free surrender amount, you would pay a
surrender charge of $1,200 on the remaining $20,000 (6% of $30,000 - $10,000).
    



   
                                       24
    
<PAGE>   28

   
Keep in mind that withdrawals may be taxable, and if made before age 59 1/2, may
be subject to a 10% Federal penalty tax described on page ___. For tax purposes,
withdrawals are considered to come from earnings first.
    

   
If you make a partial surrender, you will receive a check in the amount
requested. The surrender charge, if any, will be deducted from the Series from
which the partial surrender was taken. If the amount in a particular Series is
completely surrendered, the charge will be taken from the remaining Series in
which you have an interest.
    

   
[Side Bar: The surrender charge covers marketing expenses for the sale of
Contracts, such as commissions to sales personnel and other promotion and
acquisition expenses.]
    


   
           Exceptions to surrender charge
    

   
In some cases, Security First Life will not charge you the surrender charge when
you make a withdrawal. You do not pay the surrender charge:
    

   
               -      on transfers made within your Contract
    

   
               -      on withdrawals of Purchase payments you made over seven
                      years ago
    

   
               -      If you die during the pay-in phase, your Beneficiary(ies)
                      will receive the full death benefit without deduction
    

   
               -      If you withdraw no more than 10% of your account balance
                      in any Contract Year
    

   
               -      If you are confined to a hospital for at least 30
                      consecutive days or a skilled nursing home for at least 90
                      consecutive days. The withdrawal must be in a lump sum and
                      must be requested within 60 days after termination of
                      confinement
    

   
               -      When you are an officer, director or full time employee of
                      Security First Life or its affiliates. In this case, the
                      purchase of the Contract is for investment purposes only
    



   
                                       25
    
<PAGE>   29

   
Administration Fees
    

   
An administration fee of .00041% (.15% per year) is deducted from your interest
in the Separate Account on a daily basis.
    



   
                                       26
    
<PAGE>   30
   
Contract administration expenses include:
    

   
               -      the cost of policy issuance
    

   
               -      rent
    

   
               -      stationery and postage
    

   
               -      telephone and travel expenses
    

   
               -      salaries
    

   
               -      legal, administrative, actuarial and accounting fees
    

   
               -      periodic reports
    

   
               -      office equipment, and custodial expenses
    


   
Mortality and Expense Risk Charge
    

   
Security First Life charges a fee for bearing certain mortality and expense
risks under the policy. Examples of these risks include a guarantee of annuity
rates, the death benefits, certain Contract expenses, and assuming the risk that
the expense charges and fees are less than actual administrative and operating
expenses. As compensation for assuming these risks, Security First Life will
make a daily deduction from the value of the Separate Account's assets equal to
1.25% per year.
    

   
If Security First Life has gains from the receipt of the mortality and expense
risk charges over its cost of assuming these risks, it may use the gains as it
sees fit. This may include the reduction of expenses incurred in distributing
the Contracts.
    

   
Security First Life may voluntarily waive a portion of the mortality and
administrative expense risk charges. Any waiver of these expenses may be
terminated at any time.
    

   
Federal, State and Local Taxes
    

   
Security First Life may in the future deduct charges from the Contract Value for
any taxes it incurs because of the Contracts. However, no deductions are being
made at the present time.
    


   
[Side Bar: Please note that deductions are made and expenses paid out of the
underlying Funds' assets, as well. A description of these fees and expenses are
described in each Fund's prospectus.]
    



   
                                       27
    
<PAGE>   31
   
Free Look Period
    

   
You may cancel your Contract within a certain time period. This is known as a
"free look." Your Free Look Period is the 10-day period (or longer in certain
states) starting when you receive your Contract. If you decide to cancel your
Contract, Security First Life must receive your request to cancel in writing at
its administrative office within the 10-day period. If the Contract is mailed to
Security First Life, it will be considered to be returned on the postmark date.
If the Contract is sent by certified or registered mail, the date of
certification or registration will be considered the date of its return to
Security First Life.
    

   
The returned Contract will be treated as if Security First Life never issued it,
and Security First Life will refund your Purchase Payments or, if required by
state law, the greater of the Purchase Payments or the Contract Value. Purchase
Payments that you make to the Separate Account will be allocated to the Money
Market Portfolio for the number of days of the Free Look Period required by the
state in which you live. At the end of the Free Look Period, the account value
in the Money Market Portfolio will be reallocated to the Series of the Separate
Account that you selected in your Contract application.
    


                          DESCRIPTION OF THE CONTRACTS


   
Assignment
    

   
Your Contract provides that you may freely assign your rights under it. However,
if you hold your Contract in connection with a Section 401 or 403 plan, a Roth
IRA, or a traditional IRA, you cannot assign or transfer the Contract.
    

   
Purchase Payments
    

   
You may make a Purchase Payment at any time. Your minimum initial Purchase
Payment must be $1,000. Each additional Purchase Payment must at least $100. For
IRAs, the initial Purchase Payment is $500 and each additional payment is $100.
You will receive a confirmation of each Purchase Payment received.
    



   
                                       28
    
<PAGE>   32
   
Transfers
    

           Accumulation Units

   
You may transfer Accumulation Units among the Funds or to the General Account at
any time. You may not make a transfer from the General Account to Accumulation
Units, unless you make a reallocation election or an enhanced dollar cost
averaging election.
    

   
Your transfer instructions must be in writing or, if permitted by Security First
Life, by telephone. If Security First Life permits Accumulation Units to be
transferred by telephone, you will be required to complete an authorization on
the contract application or on another form that Security First Life will
provide. Security First Life will employ reasonable procedures to confirm that
telephone instructions are genuine. This will include a requirement that you
provide one or more forms of personal identification when requesting a transfer.
Security First Life will not be liable for following instructions it reasonably
believes to be genuine.
    

   
Your Accumulation Units will be transferred on the first valuation after receipt
of written or telephone instructions. Accumulation Unit values are determined at
the close of trade on the New York Stock Exchange, which is currently 4:00 p.m.
Eastern time. If your transfer instructions are received up to that time your
transfer will be effected at the value calculated on that date. If your
instructions are received after the close of trading on a valuation day, your
transfer instructions will be carried out at the value next calculated.
    

           Annuity Units

   
You may transfer Annuity Units among the Series at any time with no charge. You
may not transfer Annuity Units to the General Account. However, any amounts that
you have in the General Account that have not been applied to a fixed annuity
income option may be transferred to Annuity Units in one or more Series for a
variable payout. Transfers of Annuity Units may only be requested in writing and
will be effective on the first valuation following receipt of the instructions.
    

   
           Minimum Transfer
    

   
A minimum of $500 must be transferred from any Series or from the General
Account, except as permitted under a reallocation election or dollar cost
averaging program. The value of the Accumulation and Annuity Units transferred
will be calculated as of the close of business on the day that the transfer
occurs.
    



   
                                       29
    
<PAGE>   33
   
Dollar Cost Averaging
    

   
Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly, quarterly, semi-annual or
annual basis so that more accumulation units are purchased in a funding option
if the cost per unit is low and less accumulation units are purchased if the
cost per unit is high. Therefore, a lower-than-average cost per unit may be
achieved over the long run.
    

   
You may participate in this program at no additional charge if your Contract
Value is $5,000 or more. Under the program, your Accumulation Units from the
Series invested in the Money Market Portfolio will be periodically transferred
to other Series that you select. The program allows you to invest in non-money
market Series over any time period that you choose instead of investing in these
other Series all at once.
    

   
You choose whether the transfer will be made monthly, quarterly, semi-annually
or annually. The minimum transfer amount is $100. You may terminate the program
at any time by sending a written notice to Security First Life. (Security First
Life reserves the right to limit the number of Series to which transfers can be
made.)
    


   
Security First Life's Enhanced Dollar Cost Averaging Program (the "EDCA
Program")
    

   
From time to time, Security First Life may credit increased interest rates to
you under programs established at no additional charge at Security First Life's
discretion. If you are a new Contract owner, you may enroll in Security First
Life's EDCA Program, a special pre-authorized transfer program. Under this
program, you may allocate a Purchase Payment of at least $10,000 into the
General Account and pre-authorize transfers from the General Account to any of
the Series of the Separate Account under either a 6-month or 12-month transfer
program. Under either program, the initial Purchase Payment and accrued interest
must be transferred to the selected Series in substantially equal monthly
installments over the 6- or 12-month period.
    


   
Reallocation Election
    

   
If your Contract Value is $5,000 or more, you may elect at no additional charge
to systematically reallocate values invested in Accumulation Units among the
Series and in the General Account in order to achieve an allocation ratio that
you establish. Your request must be made in writing on a form provided by
Security First Life.
    



   
                                       30
    
<PAGE>   34

   
(The reallocation election is not available under either the dollar cost
averaging program or the EDCA Program.)
    

   
Transfers will occur quarterly. All transfers will be made on the third business
day of the month in which the annual or quarterly anniversary of your Contract
occurs. No transfer from the General Account shall exceed 20% of your interest
invested in the General Account in any year. You may change the allocation
ratios once each Contract Year. Any transfer among Series outside of the
election will cause the election to terminate.
    

   
Modification of the Contracts
    

   
Security First Life must make Annuity payments involving life contingencies at
no less than the minimum guaranteed Annuity rates incorporated into the
Contracts, even if actual mortality experience is different.
    

   
Security First Life is legally bound under the Contract to maintain these
Annuity purchase rates. Security First Life must also abide by the Contract's
provisions concerning:
    

   
               -      death benefits
    

   
               -      deductions from Purchase Payments
    

   
               -      deductions from Contract Values for transaction charges
    

   
               -      deductions from the Separate Account for mortality and
                      expense risk and administrative fees
    

   
               -      guaranteed rates with respect to fixed benefits
    

   
Security First Life may change such provisions without your consent to the
extent permitted by the Contract, but only:
    

   
               -      with respect to any Purchase Payments received as a tax
                      free exchange under the Code after the effective date of
                      the change;
    

   
               -      with respect to benefits and values provided by Purchase
                      Payments made after the effective date of the change to
                      the extent that such Purchase Payments in any Contract
                      Year exceed the first year's Purchase Payments; or
    

   
               -      to the extent necessary to conform the Contract to any
                      Federal or state law, regulation or ruling.
    



   
                                       31
    
<PAGE>   35
   
If you have any questions about any of the provisions of your Contract, you may
write or call:
    

   
                               Security First Life Insurance Company
                               P.O. Box 92193
                               Los Angeles, California  90009
                               1 (800) 284-4536
    



                               ACCUMULATION PERIOD


   
Crediting Accumulation Units in the Separate Account
    

   
Security First Life will credit  Accumulation Units to a Series upon receipt
of your Purchase Payment or transfer. Security First Life determines the number
of Accumulation Units to be credited to a Series by dividing the net amount
allocated to a Series out of your Purchase Payment by the value of an
Accumulation Unit in the Series next computed following receipt of the Purchase
Payment or transfer.
    

   
           Separate Account Accumulation Unit current values
    

   
The current value of Accumulation Units of a particular Series depends upon the
investment experience of the Fund in which the Series invests its assets. The
value of Accumulation Units is determined each business day at the close of
trading on the New York Stock Exchange (currently 4:00 p.m. Eastern time ). The
value is calculated by multiplying the value of an Accumulation Unit in the
Series on the immediately preceding valuation date by the net investment factor
for the period since that day. You bear the risk that the aggregate current
value invested in the Series may at any time be less than, equal to or more than
the amount that you originally allocated to the Series.
    

   
[Side Bar: The net investment factor is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the administration
fee, and mortality and expense risk fee) in the net asset value of the Fund in
which a Series is invested, since the preceding Valuation Date. The net
investment factor may be greater or less than 1 depending upon the Fund's
investment performance.
    




   
                                       32
    
<PAGE>   36
   
Surrender from the Separate Account
    

   
You may surrender all or a portion of the cash value of your Contract at any
time prior to the Annuity Date. A surrender may result in adverse federal income
tax consequences to you including current taxation on the distribution and a
penalty tax on the early withdrawal. These consequences are discussed in more
detail under "Federal Tax Considerations" on page ___. You should consult your
tax adviser before making a withdrawal.
    

   
The cash value of you interest in the Separate Account prior to the Annuity Date
is determined by multiplying the number of Accumulation Units for each Series
credited to your Contract by the current value of an Accumulation Unit in the
Series and subtracting any applicable surrender charges or fees. Security First
Life will determine the value of the number of Accumulation Units withdrawn at
the next computed Accumulation Unit value.
    

   
If you request a partial surrender from more than one Series you must specify
the allocation of the partial surrender among the Series. You may not make a
partial surrender if a withdrawal would cause your interest in any Series or the
General Account to have an after surrender value of less than $500.
    

   
However, if you are withdrawing the entire amount allocated to a Series these
restrictions do not apply.
    


   
           Payment of Surrender Amount
    

   
Payment of any amount surrendered from a Series will be made to you within seven
days of the date that Security First Life receives your written request.
    

   
Security First Life may suspend surrenders when:
    

   
               -      The SEC restricts trading on the New York Stock Exchange
                      or the Exchange is closed for other than weekends or
                      holidays.
    

   
               -      The SEC permits the suspension of withdrawals.
    

   
               -      The SEC determines that an emergency exists that makes
                      disposal of portfolio securities or valuation of assets of
                      the Funds not reasonably practicable.
    



   
                                       33
    
<PAGE>   37
   
Account Statements
    

   
You will receive a written account statement each calendar quarter in which a
transaction occurs before the Annuity Date. Even if you do not engage in any
transactions you will receive at least one written account statement per year.
The statement shows:
    

   
               -      all transactions for the period being reported
    

   
               -      the number of Accumulation Units that are credited to your
                      Contract in each Series
    

   
               -      the current Accumulation Unit value for each Series
    

   
               -      your Contract Value as of the end of the reporting period
    

   
Security First Life is careful to ensure the accuracy of calculations and
transfers to and within the Separate Account. However, errors may still occur.
You should review your statements and confirmations of transactions carefully
and promptly advise Security First Life of any discrepancy. Allocations and
transfers reflected in a statement will be considered final at the end of 60
days from the date of the statement.
    



   
                                ANNUITY BENEFITS
    

   
Variable Annuity Payments
    

   
Your interest in the Series may be applied to provide you with a Variable
Annuity. The dollar amount of the Variable Annuity payments that you receive
will reflect the investment experience of the Series but will not be affected by
adverse mortality experience which may exceed the mortality risk charge
established under the Contract.
    

   
           Assumed Investment Return
    

   
Unless you elect otherwise, the Assumed Investment Return is 4.25% per year. If
the laws and regulations of your State allow, you may elect an Assumed
Investment Return of 3.50%, 5% or 6%. The Assumed Investment Return does not
bear any relationship to the actual net investment experience of the Series.
    

   
Your choice of Assumed Investment Return affects the pattern of your Annuity
payments. Your Annuity payments will vary from the Assumed Investment Return
depending on whether the investment experience of the Series in which you have
    



   
                                       34
    
<PAGE>   38

   
an interest is better or worse than the Assumed Investment Return. The higher
your Assumed Investment Return, the higher your first Annuity payment will be.
Your next payments will only increase in proportion to the amount the investment
experience of your chosen Series exceeds the Assumed Investment Return and
Separate Account charges. Likewise, your payments will decrease if the
investment experience of your chosen Series is less than the Assumed Investment
Return and Separate Account charges. A lower Assumed Investment Return will
result in a lower initial Annuity payment, but subsequent Annuity payments will
increase more rapidly or decline more slowly as changes occur in the investment
experience of the Series. Conversely, a higher Assumed Investment Return would
result in a higher initial payment than a lower Assumed Investment Return, but
later payments will rise more slowly or fall more rapidly.
    


   
Election of Annuity Date and Form of Annuity
    

   
You choose the Annuity Date and the form of Annuity payment.
    


   
           Election of Annuity Date
    

   
If you do not choose an Annuity Date at least thirty-one days before
Annuitization, your Normal Annuity Date automatically will be the later of:
    

   
               -      the Contract anniversary nearest to the Annuitant's 85th
                      birthday, or
    

   
               -      the 10th anniversary of the Contract Date.
    


   
You may select an optional Annuity Date that is earlier than the Normal Annuity
Date described above. This Annuity Date may be the first day of any month before
the Normal Annuity Date.
    

   
Please note that the Qualified Contracts may require a different Normal Annuity
Date and may prohibit the selection of certain optional Annuity Dates.
    



   
                                       35
    
<PAGE>   39
   
           Form of Annuity
    


   
[Side Bar: There are three people who are involved in payments under your
Annuity:
    

   
               -      you, the Owner
    

   
               -      the Annuitant
    

   
               -      the Beneficiary
    

   
The Owner and the Annuitant may be the same person.]
    


   
Currently, Security First Life provides you with five forms of Annuity payments.
Each Annuity payment option, except Option 5, is available on both a Fixed and
Variable Annuity basis. Option 5 is available on a Fixed basis only.
    

   
Option 1 - Life  Annuity
    

   
You receive Annuity payments monthly during the lifetime of the Annuitant. These
payments stop with the last payment due before the death of the Annuitant.
Because Security First Life does not guarantee a minimum number of payments
under this arrangement, this option offers the maximum level of monthly
payments.
    


   
Option 2 - Life Annuity with 120, 180, or 240 Monthly Payments Certain
    

   
You receive a guaranteed minimum number of monthly Annuity payments during the
lifetime of the Annuitant. In addition, Security First Life guarantees that you,
(or your Beneficiary, if you are the Annuitant) will receive monthly payments
for the remainder of the period certain, if the Annuitant dies during that
period.
    

   
Option 3 - Installment Refund Life Annuity
    

   
An Annuity payable monthly during the lifetime of an individual. You receive a
guaranteed minimum number of monthly payments which are equal to the amount of
your Contract Value allocated to this option divided by the first monthly
payment. If you die before receiving the minimum number of payments, the
remaining payments will be made to your Beneficiary.
    



   
                                       36
    
<PAGE>   40
   
Option 4 - Joint and Last Survivor Life Annuity
    

   
You receive Annuity payments monthly during the lifetime of you and another
payee (the joint payee) and during the lifetime of the survivor of the two of
you. Security First Life stops making payments with the last payment before the
death of the last surviving payee. Security First Life does not guarantee a
minimum number of payments under this arrangement. The election of this option
is ineffective if either of you dies before Annuitization. In that case, the
survivor becomes the sole payee, and Security First Life does not pay death
proceeds because of the death of the other payee.
    

   
Option 5 - Payments for a Designated Period (Fixed Annuity Only)
    

   
Security First Life makes Annuity payments monthly to you or another
properly-designated payee, or to the Beneficiary at you or another payee's
death, for a selected number of years ranging from five to thirty. The amount of
each payment will be based on an interest rate determined by Security First Life
that will not be less than 3.50% per year. You may not commute Fixed Annuity
payments to a lump sum under this option.
    

   
If you do not choose a form of Annuity payment, Option 2, a life annuity with a
guaranteed minimum of 120 monthly payments, will automatically be applied to
your Contract. You may make changes to an optional form of Annuity payment at
any time until 31 days before the Annuity date.
    

   
The first year's Annuity payment described in Options 1 - 4 are calculated on
the basis of:
    

   
               -      the mortality table specified in the Contract
    

   
               -      the age and where permitted the sex of the Annuitant
    

   
               -      the type of Annuity payment option selected, and
    

   
               -      the assumed investment return selected.
    

   
The fixed Annuity payments described in Option 5 are calculated on the basis of:
    

   
               -      the number of years in the payment period, and
    

   
               -      the interest rate guaranteed with respect to the option.
    

Fixed Annuities are funded through the General Account of Security First Life.



   
                                       37
    
<PAGE>   41
   
Frequency of Payment
    

   
Your payments under all options will be made on a monthly basis unless you and
Security First Life have agreed to a different arrangement.
    

   
Payments from each Series must be at least $50 each. If a payment from a Series
will be less than $50, Security First Life has the right to decrease the
frequency of payments so that each payment from a Series will be at least $50.
    


   
Level Payments Varying Annually
    

   
Your variable Annuity payments are determined yearly rather than monthly. As a
result, you will receive a uniform monthly Annuity payment for each Annuity
year. The level of payments for each year is based on the investment performance
of the Series up to the Valuation Date as of which the payments are determined
for the year. As a result, the amounts of the Annuity payments will vary with
the investment performance of the Series from year to year rather than from
month to month. Your monthly variable Annuity payments for the first year will
be calculated on the last Valuation Date of the second calendar week before the
Annuity date. The amount of your monthly variable Annuity payments will be
calculated using a formula described in the Contract. On each anniversary of the
Annuity date, Security First Life will determine the total monthly payments for
the year then beginning. These payments will be determined by multiplying the
number of Annuity units in each Series from which payments are to be made by the
annuity unit value of that Series for the valuation period in which the first
payment for that period is due.
    

   
After calculating the amount due to you, Security First Life transfers the
amount of the year's Variable Annuity payments to a General Account at the
beginning of the year. Although the amount in the Separate Account is credited
to you and transferred to the General Account, you do not have any property
rights in this amount. You do have a contractual right to receive your Annuity
payments.
    

   
The monthly Annuity payments for the year are made from the General Account with
interest using the standard assumed investment return of 4.25% or the Assumed
Investment Return that you selected. As a result, Security First Life will
experience profits or losses on the amounts placed in the General Account in
providing level monthly payments to you during the year that meet the Assumed
Investment Return that you selected. For example, if the net investment income
and gains in the General Account are lower than the Assumed Investment Return
selected, Security First Life will experience a loss.
    



   
                                       38
    
<PAGE>   42
   
You will not benefit from any increases or be disadvantaged from any decreases
in any Annuity Unit Values during the year because the Annuity payments for that
year are set at the beginning of the year. These increases and decreases will be
reflected in the calculation of Annuity payments for the following year.
    


   
Annuity Unit Values
    

   
This is how Security First Life calculates the Annuity Unit Value for each
Series:
    

   
               -      First, Security First Life determines the change in
                      investment experience (including any investment-related
                      charge) for the underlying Fund from the previous
                      valuation date to the current valuation date.
    

   
               -      Next, it subtracts the daily equivalent of your
                      insurance-related charge (general administrative expense
                      and mortality and expense risk charges) for each day since
                      the last day the Annuity Unit Value was calculated.
    

   
               -      Then, it divides the result by the quantity of one plus
                      the weekly equivalent of your Assumed Investment Return.
    

   
               -      Finally, the previous Annuity Unit Value is multiplied by
                      this result.
    



                                 DEATH BENEFITS

   
Death Before the Annuity Date
    

   
If you chose another person other than yourself as the Annuitant under your
contract and the Annuitant dies, you become the Annuitant. If you die before the
Annuity Date, whether or not you are the Annuitant, your Beneficiary(ies) will
receive a death benefit that is the greatest of:
    

   
               -      the total of all Purchase Payments less any partial
                      withdrawals, including amounts already applied to produce
                      Annuity payments
    

   
               -      the Contract Value of settlement
    

   
               -      in the event the Contract is issued to you (or you and
                      co-owners) on or before you (or they) attain age 70, the
                      greater of the Contract Value at the end of the seventh
                      Contract Year or the
    



   
                                       39
    
<PAGE>   43

   
                      Contract Value at the end of each following fifth Contract
                      Year. (In each case increased by later Purchase Payments
                      and reduced by later withdrawals or amount applied to an
                      annuity pay out.)
    


   
[Side Bar: If you own a joint Contract with another person or persons, the death
of either you or your co-owner will constitute the death of the Owner for
Contract purposes.]
    

   
Your Beneficiary(ies) receive the death benefit as either:
    

   
               1)     A lump sum that must be made within five (5) years of your
                      death.
               or
               2)     Annuity income under Annuity Income Options One, Two or
                      Five described in Article 7 of the Contract.
    

   
If your Beneficiary(ies) chooses one of the Annuity income options:
    

   
                      -    Payments must begin within one year of your death
                           (However, your spouse may delay commencement of
                           payments up to the date that you would have reached
                           70 1/2.)
    

   
                      -    The guaranteed period under Option Two or the
                           designated period under Option Five may not be longer
                           than the Beneficiary's life expectancy under
                           applicable tables specified by the Internal Revenue
                           Service.
    

   
                      -    The Contract Value on the date of the first Annuity
                           payment will be used to determine the amount of the
                           death benefit.
    

   
If your spouse is your sole Beneficiary, he or she may choose to succeed to your
rights as Owner rather than to take the death benefit. If you have more than one
Beneficiary living at the time of your death, each will share the proceeds of
the death benefit equally unless you elect otherwise.
    

   
If you outlive all of your Beneficiaries, the death benefit will be paid to your
estate in a lump sum. No Beneficiary shall have the right to assign or transfer
any future payments under the Options, except as provided in the election or by
law.
    

   
You will also be considered to have outlived your Beneficiary(ies) in the
following situations:
    



   
                                       40
    
<PAGE>   44

   
               -      Your Beneficiary(ies) and you die at the same time.
    

   
               -      Your Beneficiary(ies) dies within 15 days of your death
                      and proof of your death is received by Security First Life
                      before the date due.
    

   
Proof of death includes a certified death certificate, or attending physician's
statement, a decree of a court of competent jurisdiction as to the finding of
death, or other documents that Security First Life agrees to accept as proof of
death.
    


   
Death After the Annuity Date
    

   
If the Annuitant dies on or after the Annuity Date, the amounts payable to the
Beneficiary(ies) or other properly designated payees will consist of any
continuing payments under the Annuity Payment option in effect. In this case,
the Beneficiary will:
    

   
               -      have all the remaining rights and powers under a Contract,
                      and
    

   
               -      be subject to all the terms and conditions of the
                      Contract.
    

   
If none of your Beneficiaries survive the Annuitant, the value of any remaining
payments certain on the death of Annuitant, calculated on the basis of the
assumed investment return that you previously chose, will be paid in a lump sum
to the Annuitant's estate unless other provisions have been made and approved by
Security First Life. This value is calculated on the next day of payment
following receipt of due proof of death.
    

   
Unless otherwise restricted, a Beneficiary receiving variable payments under
Option Two or Three may elect at any time to receive the present value of the
remaining number of Annuity payments certain in a lump sum payment after the
death of an Annuitant. The present value of the remaining Annuity payments will
be calculated on the basis of the assumed investment return previously selected.
This lump sum payment election is not available to a Beneficiary receiving Fixed
Annuity payments.
    



   
                           FEDERAL TAX CONSIDERATIONS
    

   
The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will
    



   
                                       41
    
<PAGE>   45

   
vary depending on many factors, you should consult your tax adviser regarding
your personal situation. For your information, a more detailed tax discussion is
contained in the SAI.
    

   
General Taxation of Annuities
    

   
Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (the Code) governs how this money is ultimately taxed.
There are different rules for qualified and non-qualified Contracts and
depending on how the money is distributed, as briefly described below.
    

   
You generally will not be taxed on increases in the value of your Contract until
a distribution occurs -- either as a withdrawal or as an Annuity payment. This
concept is known as tax deferral. In addition, Security First Life will not be
taxed on the investment income and capital gains of the Separate Account.
    


   
[Side Bar: A qualified Contract is a Contract that is purchased under certain
types of tax-advantaged retirement plans.
    

   
           Qualified plans include:
    

   
               -      Section 401 plans (self-employed and corporate pension and
                      profit-sharing plans)
    

   
               -      Section 403 plans (tax-deferred annuities)
    

   
               -      Section 457 plans (deferred compensation plans)
    

   
               -      traditional IRAs
    

   
               -      Roth IRAs
    

   
A non-qualified Contract is a Contract that is purchased on an individual basis
with after-tax dollars and not under one of the programs listed above in the
description of a qualified Contract.]
    

   
[Side Bar: Please note that the terms of a particular plan may limit your rights
otherwise available under the Contract.]
    


   
Non-qualified Contracts
    

   
If you are the owner of a non-qualified Contract, you do not receive any tax
benefit (deduction or deferral of income) on Purchase Payments, but you will not
be taxed on increases in the value of your Contract until a distribution occurs
- -- either as a withdrawal (that is, a distribution made prior to the maturity
date) or as Annuity payments.
    



   
                                       42
    
<PAGE>   46

   
Any direct or indirect borrowing against the value of the Contract or pledging
of the Contract as security for a loan will be treated as a cash distribution
under the tax law. A lump sum taken in lieu of remaining Annuity payments will
be treated as a withdrawal for tax purposes.
    

   
If a non-qualified Contract is owned by someone other than an individual (e.g.,
by a corporation), the Contract will generally not be treated as an annuity for
tax purposes. For these entities, any increases in the value of the Contract
attributable to Purchase Payments made after February 28, 1986 are includible in
the Owner's annual income.
    

   
           Withdrawals
    

   
If you make a partial withdrawal, this money will generally be taxed as first
coming from earnings and then from your Purchase Payments. These withdrawn
earnings are includible in your gross income and are taxed at ordinary income
rates.
    

   
[Side Bar: Earnings are the income that your Contract generates.
    

   
There is income in the Contract to the extent the Contract Value exceeds your
investment in the Contract. The investment in the Contract equals the total
Purchase Payments you paid less any amount received previously which was
excludible from gross income.]
    

   
           Annuity distributions
    

   
When you receive an Annuity payment, part of each payment is considered a return
of your Purchase Payments and will not be taxed. The remaining portion of the
Annuity payment (i.e., any earnings) is included in your gross income and will
be considered ordinary income for tax purposes.
    

   
How the Annuity payment is divided between taxable and non-taxable portions
depends upon the period over which the Annuity payments are expected to be made.
Annuity payments received after you have received all of your premium payments
are fully includible in income.
    


   
           Early surrender penalty
    

   
The Code also provides that income distributed as an Annuity or lump sum
withdrawal may be subject to a penalty. The amount of the penalty is equal to
10% percent of the amount that is includible in income. Some withdrawals will be
exempt from the penalty. They include any amounts:
    



   
                                       43
    
<PAGE>   47

   
               -      paid on or after the date you reach age 59 1/2;
    

   
               -      paid to your beneficiaries after you die;
    

   
               -      paid if you become totally disabled (as that term is
                      defined in the Code);
    

   
               -      paid in a series of substantially equal payments made
                      annually (or more frequently) under a lifetime Annuity;
    

   
               -      paid under an immediate Annuity;
    

   
               -      which come from Purchase Payments made prior to August 14,
                      1982; or
    

   
               -      paid pursuant to a domestic relations order.
    

   
The penalty also will be imposed if you elect to receive payments in
substantially equal installments as a life or life expectancy annuity prior to
age 59 1/2 and then change the method of distribution before you reach the age
of 59 1/2. You will be assessed the penalty even after age 59 1/2 if payments
have not continued for five years.
    

   
If you are issued multiple annuity contracts within a calendar year by one
company or its affiliates, the tax law may treat these contracts as one annuity
contract for purposes of determining your tax on any distribution. This
treatment may result in adverse tax consequences for you.
    



   
Qualified Contracts
    

   
The full amount of all distributions received from a Section 401, 403(b), 457
plan or traditional IRA (except for a return of non-deductible employee
contributions) are included in your gross income and are taxed at ordinary
income rates unless the distribution is transferred to an eligible rollover
account or Contract. In certain cases, distributions received from a Roth IRA
are also included in gross income.
    

   
Generally, distributions are included in your income in the year in which they
are paid. However, in the case of a Section 457 plan, a distribution is
includible in the year it is paid or when it is made available, depending upon
whether certain Code requirements are met. In very limited situations, a lump
sum distribution from a Section 401 plan may qualify for special forward income
averaging or may qualify for special long term capital gain treatment.
    



   
                                       44
    
<PAGE>   48

   
           Mandatory minimum distributions
    

   
If you are a participant in a Section 401, 403(b), 457 plan or Traditional IRA,
you generally must begin receiving withdrawals from your Contract value or
Annuity payments for life or a period not exceeding the life expectancy of you
or you and a beneficiary by April 1 of the calendar year following the later of:
    

   
               -      the year you turn 70 1/2
    

   
               -      the year you retire
    


   
If you are the owner of a Roth IRA, the required distributions do not apply.
    

   
           Withdrawals before age 59 1/2
    

   
If you receive a taxable distribution from your Contract before you reach age 59
1/2, this amount may be subject to a 10% penalty tax in addition to ordinary
income taxes. Section 457 plans are not subject to this 10% penalty tax.
    

   
As indicated in the chart below, some distributions prior to age 59 1/2 are
exempt from the penalty. Some of these exceptions include any amounts received:
    


   
<TABLE>
<CAPTION>
                                                                 Type of Plan
 --------------------------------------------------------------------------------------------
                                                       401          403(b)*            IRA
                                                       ---          -------            ---
 --------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>                   <C>
 After you die                                          X              X                X
 --------------------------------------------------------------------------------------------
 After you become totally disabled (as defined in
 the Code)                                              X              X                X
 --------------------------------------------------------------------------------------------
 Financial hardship                                                    X
                                                                 (contributed
                                                                 amount only)
 --------------------------------------------------------------------------------------------
 Faced with an unforeseeable emergency
 --------------------------------------------------------------------------------------------
</TABLE>
    


   
*    These restrictions only apply to 403(b) contributions and earnings made
     after December 31, 1988. These restrictions do not apply to Contract values
     attributable to contributions or earnings made before January 1, 1989.
    

   
Distributions from a 457 Plan cannot be made available before the ______ of age
70 1/2, separation from service or an unforeseeable emergency.
    




   
                                       45
    
<PAGE>   49

   
           Rollovers of plan conversions
    

   
You may roll over distributions (other than required distributions) from one
plan to another plan without incurring any Federal income tax under some
circumstances. These circumstances are as follows:
    

   
<TABLE>
<CAPTION>
            Distribution Issued from:          May be Rolled into:
           -----------------------------------------------------------------
<S>                                       <C>
           -  Section 401 plan            Another Section 401 plan;
                                          or
                                          an IRA
           -----------------------------------------------------------------
           -  Section 403(b) plan         Another Section 403(b) plan;
                                          or
                                          an IRA
           -----------------------------------------------------------------
           -  IRA                         Another IRA;
                                          a Roth IRA (under certain
                                          conditions);
                                          a Section 401 or 403(b) plan
                                          if the IRA contains only
                                          amounts rolled over from
                                          such a plan
           -----------------------------------------------------------------
</TABLE>
    



   
           Deductions for plan contributions
    

   
You may deduct your contributions to Section 401 plans and Section 403(b)
annuities in the year when made up to the limits specified in the Code. These
plans may also permit non-deductible employee contributions. Any non-deductible
employee contribution that you make will be received tax free as a portion of
each Annuity payment.
    


   
           Taxation of death benefits
    

   
Any distributions under Section 401 and 403(b) plans and IRAs must meet minimum
incidental death benefit requirements under the Code. However, if you are a
participant in a Section 401 plan and your spouse is your designated
beneficiary, these death benefit requirements do not apply.
    

   
Similar requirements apply to Section 457 plans for the tax years beginning
after December 31, 1988.
    



   
                                       46
    
<PAGE>   50
   
Withholding
    

   
           Mandatory 20% withholding for "eligible rollover distributions"
    

   
If you are participating in a Section 401 retirement plan or a Section 403(b)
tax-deferred annuity (including lump sum distributions), Security First Life is
required to withhold 20% of the taxable portion of your withdrawal that
constitutes an "eligible rollover distribution" for Federal income tax purposes.
    

   
An "eligible rollover distribution" is any taxable amount that you receive from
your Contract, except for taxable distributions that are:
    

   
               -      a life or life expectancy annuity (individual or joint)
    

   
               -      an annuity with a designated period of 10 years or more
    

   
               -      withdrawals to satisfy minimum distribution requirements
    

   
Other exceptions to the definition of eligible rollover distribution exist. The
requirements discussed below under "Other Withholding" will apply to any
distribution that is not an eligible rollover distribution.
    

   
You may not elect out of the 20% withholding requirement. However, Security
First Life is not required to withhold the money if an eligible rollover
distribution is rolled over into a traditional IRA or other eligible retirement
plan in a direct trustee-to-trustee transfer.
    

   
           Other tax withholding
    

   
Different withholding rules apply to taxable withdrawals such as Annuity
payments, lump sum distributions, and partial withdrawals that are not eligible
rollover distributions.
    

   
The withholding rules are determined at the time of payment. You may elect out
of these withholding requirements. You may revoke an election made in regard to
Annuity payments at any time and tax withholding will begin again at that time.
Security First Life will notify you at least annually of your right to revoke
your election.
    

   
           Taxpayer Identification Number ("TIN")
    

   
You are required by law to provide Security First Life (as payor) with your
correct TIN. If you are an individual, the TIN is your social security number.
    



   
                                       47
    
<PAGE>   51
   
                                  VOTING RIGHTS
    

   
As the owner of the Separate Account, Security First Life is the legal owner of
the shares of the funding options. Based upon Security First Life's current view
of applicable law, you have voting interests under your Contract concerning Fund
shares and are entitled to vote on Fund proposals at all regular and special
shareholders meetings. Therefore, you are entitled to give us instructions for
the number of shares which are deemed attributable to your Contract.
    

   
Security First Life will vote all shares of the underlying Funds as directed by
you and other Contract Owners who have voting interests in the Funds. Security
First Life will send you and other Contract Owners, at a last known address, all
periodic reports, proxy materials and written requests for instructions on how
to vote those shares. When Security First Life receives these instructions, it
will vote all of the shares in proportion to the instructions. If Security First
Life does not receive your voting instructions, it will vote your interest in
the same proportion as represented by the votes it receives from the other
Owners. If Security First Life determines that it is permitted to vote the
shares in its own right due to changes in the law or in the interpretation of
the law it may do so.
    

   
Security First Life is under no duty to inquire into voting instructions or into
the authority of the person issuing such instructions. All instructions will be
valid unless Security First Life has actual knowledge that they are not.
    

   
When Annuity payments begin, the Annuitant will have all voting rights in regard
to Fund shares.
    

   
There are certain circumstances under which Security First Life may disregard
voting instructions. However, in this event, a summary of our action and the
reasons for such action will appear in the next semiannual report.
    

   
The number of votes that each person having the right to vote receives is
determined on a record date that is set no more than 90 days before the meeting.
Voting instructions will be requested at least 10 days before the meeting. Only
Owners or Annuitants on the record date may vote.
    

   
The number of shares to which you are entitled to vote is calculated by dividing
the portion of your Contract Value allocated to that Fund on the record date by
the net asset value of a Fund share on the same date.
    



   
                                       48
    
<PAGE>   52
   
                                 YEAR 2000 ISSUE
    

   
Security First Life and its service providers, including the underlying Fund
options, depend on the smooth operation of their computer systems. Many computer
and software systems in use today cannot recognize the Year 2000, but revert to
1900 or some other date, due to the manner in which dates were encoded and
calculated. That failure could have a negative impact on Security First Life and
the Separate Account, including the calculation of your interest in the Series,
on the Funds' handling of securities trades, pricing and account services, as
well as on the companies in which the Funds will invest. Security First Life is
monitoring the efforts of the service providers to prepare their systems for the
Year 2000 and expects that each Series service providers will be adapted before
that date. There can be no guarantee, however, that Security First Life or its
service providers will be successful or that the steps taken by Security First
Life will be sufficient to avoid any adverse impact on the Separate Account and
each of its Series.
    



                                LEGAL PROCEEDINGS

   
There are no present or pending material legal proceedings affecting the
Separate Account. Security First Life, in the ordinary course of its business,
is engaged in litigation of various kinds which in its judgment is not of
material importance in relation to its total assets.
    


                             ADDITIONAL INFORMATION


   
You may contact Security First Life at the address and phone number on the cover
of this Prospectus for further information. A copy of the Statement of
Additional Information, dated May 1, 1999, which provides more detailed
information about the contracts, may also be obtained. The table of contents for
the Statement of Additional Information is attached at page ____.
    

   
A Registration Statement has been filed with the SEC under the Securities Act of
1933 for the Contracts offered by this Prospectus. This Prospectus does not
contain all of the information in the Registration Statement. Please refer to
this Registration Statement for further information about the Separate Account,
Security First Life and the Contracts. Any statements in this Prospectus about
the contents of the Contracts and other legal instruments are only summaries.
Please see the filed versions of these documents for a complete statement of any
terms.
    



   
                                       49
    
<PAGE>   53
 
                 ----------------------------------------------
 
   
                                   PROSPECTUS
    
   
                                  MAY 1, 1999
    
                 ----------------------------------------------
 
   
              THE SECURITY FIRST PRIVATE CLIENT ADVISOR CONTRACTS
    
   
                                 issued through
    
                     SECURITY FIRST LIFE SEPARATE ACCOUNT A
   
                                       by
    
   
                     SECURITY FIRST LIFE INSURANCE COMPANY
    
- --------------------------------------------------------------------------------
 
   
This Prospectus gives you important information about the individual flexible
payment fixed and variable annuity contracts issued through Security First Life
Separate Account A by Security First Life Insurance Company (the "Contracts").
Please read it carefully before you invest and keep it for future reference. The
Contracts provide annuity benefits through distributions made from certain
retirement plans that qualify for special Federal income tax treatment
("qualified plans"), as well as from distributions made under retirement plans
that do not qualify for special tax treatment ("non-qualified plans").
    
 
   
You decide how to allocate your money among the available investment choices.
Your payments will be allocated to Separate Account A (the "Separate Account").
The Separate Account, in turn, invests in the following underlying mutual funds:
    
 
   
         BARR ROSENBERG SERIES TRUST
    
 
   
               Barr Rosenberg Market Neutral Fund
    
 
   
         HOTCHKIS AND WILEY VARIABLE TRUST
    
 
   
               International VIP Portfolio
    
 
   
         OPPENHEIMER VARIABLE ACCOUNTS FUND
    
 
   
               Oppenheimer Money Fund
    
 
   
         LEVCO SERIES TRUST
    
 
   
               LEVCO Equity Fund
    
 
   
         NAVELLIER VARIABLE INSURANCE SERIES FUND, INC.
    
 
   
               Growth Portfolio
    
 
   
         OFFITBANK VARIABLE INSURANCE FUND, INC.
    
 
   
               High Yield Fund
    
   
               Total Return Fund
    
 
   
         PIMCO VARIABLE INSURANCE TRUST
    
 
   
               Capital Appreciation Portfolio
    
 
   
         ROYCE CAPITAL FUND
    
 
   
               Royce Capital Appreciation Portfolio
    
 
   
You can choose any combination of these investment choices. Your Contract Value
will vary daily to reflect the investment experience of the funding options
selected. These mutual funds are described in detail in the fund prospectuses
that are attached to or delivered with this Prospectus. Please read these
prospectuses carefully before you invest. THIS PROSPECTUS IS NOT VALID UNLESS
ACCOMPANIED BY THE MUTUAL FUND PROSPECTUSES.
    
<PAGE>   54
 
   
<TABLE>
<S>                             <C>
An investment in any of         For more information:
these variable annuities        If you would like more information about the contract, you
involves investment risk.       can obtain a copy of the Statement of Additional Information
You could lose money you        (SAI) dated May 1, 1999. The SAI is legally considered a
invest. The Contracts and       part of this Prospectus as though it were included in the
the mutual funds are:           Prospectus. The Table of Contents of the SAI appears on page
                                _____ of the Prospectus. To request a free copy of the SAI or to
- - not bank deposits or          ask questions, write or call:
  obligations
                                Security First Life Insurance Company
- - not federally insured or      P.O. Box 92193
  guaranteed                    Los Angeles, California 90009
                                Phone: (800) 284-4536
- - not endorsed by any bank
  or government agency          The Securities and Exchange Commission ("SEC") has a website
                                (http://www.sec.gov) which you may visit to view this
- - not guaranteed to achieve     Prospectus, the SAI, or additional material that also is
  their investment objective    legally considered a part of this Prospectus, as well as
                                other information.

                                THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR
                                DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
                                REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</TABLE>
    
<PAGE>   55
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Glossary....................................................    4
Summary of the Contracts....................................    6
Fee Tables and Examples.....................................    9
Condensed Financial Information.............................   11
Financial and Performance Information.......................   12
Description of Security First Life Insurance Company, The
  General Account, The Separate Account, The Funds and
  Service Providers.........................................   12
     Security First Life Insurance Company..................   12
     The General Account....................................   13
     The Separate Account...................................   13
     The Funds..............................................   14
     Principal Underwriter..................................   15
     Servicing Agent........................................   15
     Custodian..............................................   16
Contract Charges............................................   16
     Premium Taxes..........................................   17
     Sales Charge...........................................   17
     Mortality and Expense Risk Charge......................   17
     Federal, State and Local Taxes.........................   17
     Free Look Period.......................................   17
Description of the Contracts................................   18
     Assignment.............................................   18
     Purchase Payments......................................   18
     Transfers..............................................   18
     Dollar Cost Averaging..................................   19
     Reallocation Election..................................   19
     Modification of the Contracts..........................   19
Accumulation Period.........................................   20
     Crediting Accumulation Units in the Separate Account...   20
     Surrender from the Separate Account....................   20
     Account Statements.....................................   21
Annuity Benefits............................................   21
     Variable Annuity Payments..............................   21
     Election of Annuity Date and Form of Annuity...........   22
     Frequency of Payment...................................   23
     Level Payments Varying Annually........................   23
     Annuity Unit Values....................................   24
</TABLE>
    
 
                                        2
<PAGE>   56
 
   
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Death Benefits..............................................   24
     Death Before the Annuity Date..........................   24
     Death After the Annuity Date...........................   25
Federal Tax Considerations..................................   26
     General Taxation of Annuities..........................   26
     Non-qualified Contracts................................   26
     Qualified Contracts....................................   27
     Withholding............................................   29
Voting Rights...............................................   30
Year 2000 Issue.............................................   31
Legal Proceedings...........................................   31
Additional Information......................................   31
Table of Contents of Statement of Additional Information....
</TABLE>
    
 
   
Security First Life does not intend to offer the Contracts anywhere or to anyone
to whom they may not lawfully be offered or sold. Security First Life has not
authorized any information or representations about the Contracts other than the
information in this Prospectus, the attached prospectuses, or supplements to the
prospectuses or any supplemental sales material Security First Life authorizes.
    
 
                                        3
<PAGE>   57
 
- --------------------------------------------------------------------------------
 
                                    GLOSSARY
- --------------------------------------------------------------------------------
 
   
These terms have the following meanings when used in this Prospectus:
    
 
   
ACCUMULATION UNIT -- A measuring unit used to determine the value of your
interest in a Separate Account Series under a Contract at any time before
Annuity payments commence.
    
 
   
ANNUITANT -- The person on whose life Annuity payments under a Contract are
based.
    
 
   
ANNUITY -- A series of income payments made to an Annuitant for a defined period
of time.
    
 
   
ANNUITIZATION or ANNUITY DATE -- The date on which Annuity payments begin.
    
 
   
ANNUITY UNIT -- A measuring unit used to determine the amount of Variable
Annuity payments based on a Separate Account Series under a Contract after such
payments have commenced.
    
 
   
ASSUMED INVESTMENT RETURN -- The investment rate selected by the Annuitant for
use in determining the Variable Annuity payments.
    
 
   
BENEFICIARY -- The person who has the right to a Death Benefit upon your death.
    
 
   
BUSINESS DAY -- Each Monday through Friday except for days the New York Stock
Exchange is not open for trading.
    
 
   
CONTRACT -- The agreement between you and Security First Life covering your
rights.
    
 
   
CONTRACT DATE -- The date your Contract was issued to you.
    
 
   
CONTRACT VALUE -- The sum of your interests in the Separate Account Series. Your
interest in the Separate Account Series is the sum of the values of the
Accumulation Units.
    
 
   
CONTRACT YEAR -- A 12-month period starting on the Contract Date and on each
anniversary of the Contract Date.
    
 
   
FIXED ANNUITY -- An Annuity providing guaranteed level payments. These payments
are not based upon the investment experience of the Separate Account.
    
 
   
FREE LOOK PERIOD -- The 10-day period when you first receive your Contract.
During this time period, you may cancel your Contract for a full refund of all
Purchase Payments (or the greater of Purchase Payments or the Contract Value in
some states).
    
 
   
FUND -- A diversified, open-end management investment company, or series
thereof, registered under the Investment Company Act of 1940 ("1940 Act") which
serves as the underlying investment medium for a Series in the Separate Account.
    
 
   
GENERAL ACCOUNT -- All assets of Security First Life other than those in the
Separate Account or any of its other segregated asset accounts.
    
 
   
NORMAL ANNUITY DATE -- The date on which Annuity payments begin if you do not
select another date. It is the later of the Contract anniversary nearest the
Annuitant's 100th birthday or the 10th anniversary of the Contract Date.
    
 
   
OWNER -- You, the person who has title to the Contract.
    
 
   
PURCHASE PAYMENT -- The amounts paid by you to Security First Life in order to
provide benefits under the Contract.
    
 
   
SEPARATE ACCOUNT -- The segregated asset account entitled "Security First Life
Separate Account A" which has been established by Security First Life under
Delaware law to receive and invest amounts allocated by you and by other
contract owners and to provide Variable Annuity benefits under the Contracts.
The Separate Account is registered as a unit investment trust under the 1940
Act.
    
 
                                        4
<PAGE>   58
   
SERIES -- The Accumulation Unit values and Annuity Unit values maintained
separately for each Fund whose securities are owned by the Separate Account.
    
 
   
VALUATION DATE -- Any Business Day used by the Separate Account to determine the
value of part or all of its assets for purposes of determining Accumulation and
Annuity Unit values for the Contract. Accumulation Unit values will be
determined each Business Day. There will be one Valuation Date in each calendar
week for Annuity Unit values. Security First Life will establish the Valuation
Date at its discretion, but until notice to the contrary is given, that date
will be the last Business Day in a week.
    
 
   
VALUATION PERIOD -- The period of time from one Valuation Date through the next
Valuation Date.
    
 
   
VARIABLE ANNUITY -- An Annuity providing payments that will vary annually in
accordance with the net investment experience of the applicable Separate Account
Series.
    
 
                                        5
<PAGE>   59
 
- --------------------------------------------------------------------------------
 
                            SUMMARY OF THE CONTRACTS
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
Please see the section          THE CONTRACTS
"Qualified Contracts" on
page ___ for more infor-        The Contracts may be offered to:
mation.
                                  - Qualified Plans such as:
                                    -- Section 403(b) tax-sheltered annuities
                                    -- Section 457 deferred compensation plans
                                    -- Section 401 pension and profit sharing plans
                                    -- individual retirement annuities
                                    -- traditional Individual Retirement Account ("IRAs")
                                    -- Roth IRAs
                                  - Plans that do not qualify for special tax treatment
                                     (Non-qualified Contracts)
                                  - Individuals seeking to accumulate money for retirement
</TABLE>
    
 
   
<TABLE>
<S>                             <C>
Please see "Transfers" on       PURCHASE PAYMENTS
page ___ for more information.
                                Purchase Payments under the Contracts are made to the
                                Separate Account. You can buy a Contract for $100,000 and
                                add as little as $25,000 at any time. There is no sales
                                charge; however, the charges and deductions described under
                                "Contract Charges" on page   will be deducted from the
                                Contract Value. You can transfer amounts allocated to the
                                Separate Account between any of the mutual fund investment
                                choices, at any time and as many times as you choose.
</TABLE>
    
 
                                        6
<PAGE>   60
   
<TABLE>
<S>                             <C>
Please see "The Separate        SEPARATE ACCOUNT
Account" on page ___ and "The
Funds" on page ___ for more     Purchase Payments allocated to the Separate Account are
information.                    invested at net asset value in Accumulation Units in one or
                                more of nine Series, each of which invests in one of the
                                following fourteen Funds:
</TABLE>
    
 
   
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                    FUNDS                                  ADVISERS/SUBADVISERS
- --------------------------------------------------------------------------------------------
<S>                                              <C>
 BARR ROSENBERG SERIES TRUST                     Rosenberg Institutional Equity Management
- --------------------------------------------------------------------------------------------
 Barr Rosenberg Market Neutral Fund              Rosenberg Institutional Equity Management
- --------------------------------------------------------------------------------------------
 HOTCHKIS & WILEY VARIABLE TRUST                 Hotchkis & Wiley, a Division of Merrill   
                                                 Lynch Asset Management, LP  
- --------------------------------------------------------------------------------------------
 International VIP Portfolio
- --------------------------------------------------------------------------------------------
 LEVCO SERIES TRUST                              John A. Levin & Co., Inc.
- --------------------------------------------------------------------------------------------
 LEVCO Equity Fund
- --------------------------------------------------------------------------------------------
 NAVELLIER VARIABLE INSURANCE SERIES FUND,       Navellier & Associates, Inc. 
   INC.                                          
- --------------------------------------------------------------------------------------------
 Growth Portfolio
- --------------------------------------------------------------------------------------------
 OFFITBANK VARIABLE INSURANCE FUND, INC.         OFFITBANK
- --------------------------------------------------------------------------------------------
 High Yield Fund
- --------------------------------------------------------------------------------------------
 Total Return Fund
- --------------------------------------------------------------------------------------------
 OPPENHEIMER VARIABLE ACCOUNT FUNDS              OppenheimerFunds, Inc.
- --------------------------------------------------------------------------------------------
 Oppenheimer Money Fund
- --------------------------------------------------------------------------------------------
 PIMCO VARIABLE INSURANCE TRUST                  Cadence Capital Management
- --------------------------------------------------------------------------------------------
 Capital Appreciation Portfolio
- --------------------------------------------------------------------------------------------
 ROYCE CAPITAL FUND                              Royce & Associates, Inc.
- --------------------------------------------------------------------------------------------
 Royce Capital Appreciation Portfolio
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
                                        7
<PAGE>   61
 
   
<TABLE>
<S>                           <C>                                                  <C>
Please see "Charges and       CHARGES AND DEDUCTIONS
Deductions" on page ___ for
more information.             The following fees and expenses apply to your
                              Contract:
 
                              FEE OR EXPENSE                                           AMOUNT OF FEE
                              ----------------------------------------------------------------------
                              DAILY DEDUCTIONS
                                - Mortality and Expense Risks fee*...............           .003425%
                                                                                    (1.25% per year)
                              ---------------
                              * Until further notice, Security First Life will waive the daily
                                mortality and expense risk charge to 0.00106849% (0.39% per year), and
                                this reduction is permanent for Contracts issued before the
                                termination or reduction of the waiver. (See "Mortality and Expense
                                Risk Charge," page ___.)
 
                              FEE OR EXPENSE                                           AMOUNT OF FEE
                              ----------------------------------------------------------------------
                              PREMIUM TAXES

                              Payable to a state or government agency..........           0% - 2.35%
                              with respect to your Contract. It may be deducted    (3.50% in Nevada)
                              on or after the date the tax is incurred.
                              Currently, Security First Life deducts these
                              taxes upon annuitization
</TABLE>
    
 
   
<TABLE>
<S>                             <C>
 
Please see "Free Look         FREE LOOK PERIOD
Period" on page ___ for
more information.             You may cancel your Contract within 10 days after you
                              receive it (or longer depending on state law) for a full
                              refund of all Purchase Payments (or the greater of Purchase
                              Payments or the Contract Value in some states). All Purchase
                              Payments will be initially allocated to the Oppenheimer
                              Money Fund during the Free Look period.
 
                              VARIABLE ANNUITY PAYMENTS

                              You select the Annuity Date, an Annuity payment option and
                              an assumed investment return. You may change any of your
                              selections before your Annuity Date. Your monthly Annuity
                              payments will start on the Annuity Date. Payments will vary
                              from year to year based on a comparison of the assumed
                              investment returns you selected with the actual investment
                              experience of the Series in which the Contract Value is
                              invested.

                              If your monthly payments from a particular Series are less
                              than $50, Security First Life may change the frequency of
                              your payments so that each payment will be at least $50 from
                              that Series.
 
Please see "Federal Tax       SURRENDER
Considerations" on page ___
for more information.         You may surrender all or part of your Contract Value before
                              the Annuity Date. You may not make a partial surrender if it
                              would cause your interest in any Series to fall below $500.

                              However, if you are withdrawing the entire amount allocated
                              to a Series; these restrictions do not apply.

                              Any earnings surrendered will be taxed as ordinary income
                              and may be subject to a penalty tax under the Internal
                              Revenue Code. Certain restrictions apply for qualified
                              Contracts.
</TABLE>
    
 
                                        8
<PAGE>   62
   
<TABLE>
<S>                             <C>
Please see "Death Benefits"     DEATH BENEFIT
on page ___ for more
information.                    One of the insurance guarantees we provide you under your
                                Contract is that your Beneficiary(ies) will be protected
                                against market downturns. You name your Beneficiary(ies). If
                                you die before the Annuity Date, your Beneficiary(ies) will
                                receive a death benefit that is the greater of:

                                  - the total of all Purchase Payments less any partial
                                    withdrawals; or

                                  - the Contract Value at settlement

                                If you (or any co-owner) is 76 or older on the Contract
                                Date, the death benefit will equal the Contract Value at
                                settlement.

                                Your Beneficiary(ies) may choose to receive this benefit in
                                a lump sum or to apply it to certain of the available
                                annuity forms contained in this Contract.
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
   
                             FEE TABLE AND EXAMPLES
    
- --------------------------------------------------------------------------------
 
   
The purpose of these fee tables and examples is to assist you in understanding
the various costs and expenses that you will bear, directly or indirectly, under
your Contract.
    
 
   
EXPENSE DATA
    
 
   
The table reflects expenses of the Separate Account as well as expenses of the
underlying Funds that make up the investment options for the Separate Account.
In addition to the expenses listed below, premium taxes may be applicable.*
Please see Fund prospectuses for a more complete description of the various
costs and expenses of the Funds.
    
- ---------------
   
* Under State law, premium taxes may be deducted from each Purchase Payment or
  upon annuitization. At this time Security First Life deducts the premium tax
  only from amounts annuitized.
    
 
                                   FEE TABLES
 
   
                                 YOUR EXPENSES
    
 
   
Participant Transaction Expenses -- None
    
 
                        SEPARATE ACCOUNT ANNUAL EXPENSES
   
   (AS A PERCENTAGE OF AVERAGE CONTRACT VALUE AND NET OF EXPENSE REDUCTIONS.)
    
   
                  (DEDUCTED DAILY FROM THE SEPARATE ACCOUNT.)
    
 
   
<TABLE>
<S>                                                           <C>
Mortality and Expense Risk Fees*............................  .39% per year
TOTAL SEPARATE ACCOUNT ANNUAL* EXPENSES.....................  .39% per year
</TABLE>
    
 
                                        9
<PAGE>   63
 
                              FUND ANNUAL EXPENSES
                    (AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
                             (NET OF REIMBURSEMENT)
    
 
   
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                HOTCHKIS &
                                   BARR           WILEY
                                ROSENBERG     INTERNATIONAL      LEVCO       NAVELLIER     OFFITBANK        OFFITBANK
                                  MARKET           VIP           EQUITY       GROWTH       HIGH YIELD      TOTAL RETURN
                               NEUTRAL FUND     PORTFOLIO      VALUE FUND    PORTFOLIO        FUND             FUND
- -------------------------------------------------------------------------------------------------------------------------
<S>     <C>                  <C>              <C>            <C>            <C>         <C>              <C>
 (a)    Management Fee              %               %              %             %             %                %
- -------------------------------------------------------------------------------------------------------------------------
 (b)    Other Expenses              %               %              %             %             %                %
- -------------------------------------------------------------------------------------------------------------------------
 (c)    Total Annual
        Expenses                    %               %              %             %             %                %
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                       PIMCO CAPITAL      ROYCE TOTAL
                                                      OPPENHEIMER       APPRECIATION         RETURN
                                                       MONEY FUND        PORTFOLIO         PORTFOLIO
- --------------------------------------------------------------------------------------------------------
<S>     <C>                                         <C>               <C>               <C>
 (a)    Management Fee                                     %                 %                 %
- --------------------------------------------------------------------------------------------------------
 (b)    Other Expenses                                     %                 %                 %
- --------------------------------------------------------------------------------------------------------
 (c)    Total Annual Expenses                              %                 %                 %
- --------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
Total yearly expenses have been reduced as a result of voluntary or contractual
fee waivers or expense assumptions by the investment adviser and/or
administrator. If the reduction had not occurred, total yearly expenses would
have been:
    
 
   
     - B/R Market Neutral Fund -- 2.20%;
    
 
   
     - H/W International VIP Portfolio --  ____%;
    
 
   
     - LEVCO Equity Value Fund --  ____%;
    
 
   
     - Navellier Growth Portfolio -- 5.0%;
    
 
   
     - OFFITBANK High Yield Fund -- 1.38%;
    
 
   
     - OFFITBANK Total Return Fund -- 5.25%;
    
 
   
     - Royce Total Return Portfolio -- 2.99%.
    
 
                                       10
<PAGE>   64
 
EXAMPLES
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                   CONDITIONS
                           YOU WOULD PAY THE FOLLOWING
        SEPARATE              EXPENSES ON A $1,000               TIME PERIODS
        ACCOUNT           INVESTMENT ASSUMING 5% ANNUAL          ---------------------------------------
         SERIES                 RETURN ON ASSETS:                1 YEAR    3 YEARS   5 YEARS   10 YEARS
- --------------------------------------------------------------------------------------------------------
<S>                       <C>                             <C>    <C>       <C>       <C>       <C>
 B/R Market Neutral       See Text from Table             (a)
  Fund                                                    (b)
- --------------------------------------------------------------------------------------------------------
 H/W International VIP    SAME                            (a)
  Portfolio                                               (b)
- --------------------------------------------------------------------------------------------------------
 LEVCO Equity Value       SAME                            (a)
  Fund                                                    (b)
- --------------------------------------------------------------------------------------------------------
 Navellier Growth         SAME                            (a)
  Portfolio                                               (b)
- --------------------------------------------------------------------------------------------------------
 OFFITBANK High Yield     SAME                            (a)
  Fund                                                    (b)
- --------------------------------------------------------------------------------------------------------
 OFFITBANK Total Return   SAME                            (a)
  Fund                                                    (b)
- --------------------------------------------------------------------------------------------------------
 Oppenheimer Money        SAME                            (a)
  Fund                                                    (b)
- --------------------------------------------------------------------------------------------------------
 PIMCO Capital            SAME                            (a)
  Appreciation Portfolio                                  (b)
- --------------------------------------------------------------------------------------------------------
 Royce Total Return       SAME                            (a)
  Portfolio                                               (b)
- --------------------------------------------------------------------------------------------------------
</TABLE>
    
 
EXPLANATION OF FEE TABLES AND EXAMPLES
 
   
1. Security First Life has determined to voluntarily reduce its mortality and
expense risk charge to 0.39% per year. Without this reduction, the charge would
have been 1.25% per year. This may be terminated at any time, but any change in
this reduction will not affect Contracts issued prior to the change.
    
 
   
2. The purpose of these tables and examples is to aid you in understanding the
various costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account as well as the underlying Funds.
Premium taxes are not reflected.
    
 
   
3. NEITHER THE TABLE NOR THE EXAMPLES ARE REPRESENTATIONS OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
    
 
- --------------------------------------------------------------------------------
 
                        CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
 
   
The Security First Private Client Advisor is a new variable insurance Contract 
being offered by Security First Life. The Series that invest in the Funds 
were created in _______________ of 1999. Therefore, no financial information is 
available at this time.
    
 
                                       11
<PAGE>   65
 
- --------------------------------------------------------------------------------
 
   
                     FINANCIAL AND PERFORMANCE INFORMATION
    
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
All performance numbers are     PERFORMANCE INFORMATION
based upon historical
earnings. These numbers are     From time to time, Security First Life may advertise the
not intended to indicate        performance of a Series. This performance information may
future results. Yields and      include:
average annual total returns
are determined in accordance      - the YIELD and EFFECTIVE YIELD of Series invested in the
with the computation methods        OPPENHEIMER MONEY FUND of the Separate Account
required by the Securities
and Exchange Commission (the      - AVERAGE ANNUAL TOTAL RETURNS for the other Series of the
"SEC") in the Form N-4              Separate Account.
Registration Statement.
These methods are described     YIELD is the net income generated by an investment in the
in detail in the Statement      OPPENHEIMER MONEY FUND for a specific seven-day period,
of Additional Information.      expressed as a percentage of the value of the Series'
                                Accumulation Units. Yield is an annualized figure, which
                                means that Security First Life assumes that the Series will
                                generate the same level of net income over a one-year period
                                and compounds that income on a semi-annual basis.

                                Because of the assumed compounding, the Oppenheimer Money
                                Fund's effective yield will be slightly higher than its
                                yield. The computation of yield reflects all recurring
                                changes under the Contract to all Owner accounts, including
                                the mortality and expense risk charge.

                                ANNUAL RETURN measures the net income of a Series and any
                                realized or unrealized gains or losses of the underlying
                                investments in the Series, over the period stated. AVERAGE
                                ANNUAL TOTAL RETURN figures are annualized and, therefore,
                                represent the average annual percentage change in the value
                                of an investment in a Series over the period stated. Average
                                annual total returns are expressed for at least one, five
                                and ten year periods (or from a Series' inception if the
                                Series has been in existence for less than ten years).

                                The computation of average annual total returns reflects all
                                recurring charges and applicable fees under the Contract to
                                all Owner accounts, including the mortality and expense risk
                                charge

                                FINANCIAL INFORMATION

                                Financial Statements of the Separate Account and Security
                                First Life are contained in the Statement of Additional
                                Information. Please see the first page of this Prospectus
                                for information on how to obtain a copy of the Statement.
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
   
 DESCRIPTION OF SECURITY FIRST LIFE INSURANCE COMPANY, THE GENERAL ACCOUNT, THE
                               SEPARATE ACCOUNT,
    
   
                        THE FUNDS AND SERVICE PROVIDERS
    
- --------------------------------------------------------------------------------
 
   
SECURITY FIRST LIFE INSURANCE COMPANY
    
 
   
Security First Life is a stock life insurance company founded in 1960 and
organized under the laws of the State of Delaware. Its principal executive
offices are located at 11365 West Olympic Boulevard, Los Angeles, California
90064. Security First Life is authorized to transact the business of life
insurance, including annuities, and is currently licensed to do business in 49
states and the District of Columbia.
    
 
                                       12
<PAGE>   66
 
   
Security First Life is a wholly-owned subsidiary of Security First Group, Inc.
("SFG"). SFG in turn is a wholly-owned subsidiary of Metropolitan Life Insurance
Company ("MetLife"), a New York mutual life insurance company.
    
 
   
MetLife is one of the world's largest financial services companies and the
second largest life insurance company in the United States in terms of total
assets, with approximately $______ billion worth of assets under management as
of December 31, 1998. As a mutual insurance company, MetLife has no
shareholders. However, MetLife announced in November 1998 its intention to
convert to a stock company. The "demutualization" plan will be subject to
approval by the Board of Directors, the State of New York Insurance Department
and policyholders. As of April 30, 1999, MetLife does not know the details of
the plan or when or if it will take effect.
    
 
   
THE GENERAL ACCOUNT
    
 
   
All of the assets of Security First Life, except for those in the Separate
Account and other segregated asset accounts, make up the assets of the General
Account. Security First Life has sole discretion to invest the assets of the
General Account, subject to applicable law.
    
 
THE SEPARATE ACCOUNT
 
   
Security First Life established the Separate Account on May 29, 1980 in
accordance with the Delaware Insurance Code. The purpose of the Separate Account
is to hold the variable assets that underlie the Contracts and some other
variable annuity contracts that Security First Life offers. The Separate Account
is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940.
    
 
   
The assets of the Separate Account are held in Security First Life's name on
behalf of the Separate Account and legally belong to Security First Life.
Although the Separate Account, and each of the Series that make up the Separate
Account, are considered as part of Security First Life's general business, the
Separate Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including Security First Life's creditors. All
the income, gains and losses (realized and unrealized) resulting from these
assets are credited to or charged against the Contracts issued from this
Separate Account without regard to Security First Life's other business. Under
state law and the terms of your Contract, the assets of the Separate Account
will not be responsible for liabilities arising out of Security First Life's
other business. Furthermore, Security First Life is obligated to pay all money
it owes under the Contracts even if that amount exceeds the assets in the
Separate Account. HOWEVER, THE AMOUNT OF THESE VARIABLE ANNUITY PAYMENTS IS
GUARANTEED ONLY TO THE EXTENT OF THE LEVEL AMOUNT CALCULATED AT THE BEGINNING OF
EACH ANNUITY YEAR (See Annuity Benefits -- Level Payments Varying Annually, page
_____).
    
 
   
The Separate Account is divided into a number of investment Series of
Accumulation and Annuity Units. Nine of these Series are available under the
Contracts as investment choices. Each Series invests in the shares of only one
of the Funds.
    
 
                                       13
<PAGE>   67
 
THE FUNDS
 
   
Your investment choices are:
    
 
   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
 FUND                                   INVESTMENT OBJECTIVE                  INVESTMENT ADVISER
- ----------------------------------------------------------------------------------------------------------
<S>                     <C>                                                   <C>
 Barr Rosenberg Market  1. The Fund seeks long-term capital appreciation      Rosenberg Institutional
 Neutral Fund           while maintaining minimal exposure to genera equity   Equity Management
                        market risk. The Fund seeks a total return greater
                        than the return on 3-month United States ("U.S.")
                        Treasury Bills.
- ----------------------------------------------------------------------------------------------------------
 Hotchkis & Wiley       2. The Fund seeks to provide current income and       Hotchkis & Wiley, a division
 International VIP      long-term growth of income accompanied by growth of   of Merrill Lynch Asset
 Portfolio              capital. The Fund will attempt to achieve its         Management, L.P.
                        objective by investing at least 65% of its total
                        assets in equity securities in at least three
                        non-U.S. markets.
- ----------------------------------------------------------------------------------------------------------
 LEVCO Equity Value     3. The Fund seeks to achieve long-term growth of      John A. Levin & Co., Inc.
 Fund                   capital through an emphasis on the preservation of
                        capital and an attempt to control volubility as
                        measured against the Standard & Poors Composite 500
                        Stock Index. The Fund pursues this objective by
                        investing its assets primarily in common stocks and
                        other securities, preferred stock, warrants, and
                        rights.
- ----------------------------------------------------------------------------------------------------------
 Navellier Growth       4. The Fund seeks to achieve long-term growth of      Navellier & Associates, Inc.
 Portfolio              capital primarily through investment in companies
                        with appreciation potential. The Fund invests in
                        equity securities traded in all U.S. Markets,
                        including dollar denominated foreign securities
                        traded in U.S. Markets.
- ----------------------------------------------------------------------------------------------------------
 OFFITBANK High Yield   5. The Fund primarily seeks high current income.      OFFITBANK
 Fund                   Capital appreciation is a secondary objective. The
                        Fund seeks to achieve its objective by investing,
                        under normal circumstances, at least 65% of its
                        total assets in U.S. corporate fixed income
                        securities (including debt securities, convertible
                        securities, and preferred stocks) which are rated
                        below investment grade or are not rated at the time
                        of investment.
- ----------------------------------------------------------------------------------------------------------
 OFFITBANK Total        6. The Fund seeks to maximize total return from a     OFFITBANK
 Return Fund            combination of capital appreciation and current
                        income. The Funds seek to achieve this objective by
                        investing primarily in a diversified portfolio of
                        fixed-income securities of varying maturities and by
                        giving the investment adviser discretion to deploy
                        the Fund's assets among certain segments of the
                        fixed-income market that the investment adviser
                        believes will best contribute to achievement of the
                        Fund's objectives.
- ----------------------------------------------------------------------------------------------------------
 Oppenheimer Money      7. The Fund seeks the maximum current income from      OppenheimerFunds, Inc. 
 Fund                   investments in "money market" securities consistent
                        with low capital risk and the maintenance of
                        liquidity.
- ----------------------------------------------------------------------------------------------------------
 PIMCO Cap. App. Fund   8. The Fund seeks growth of capital. The Fund seeks    Cadence Capital Management
                        to achieve this objective by investing primarily in
                        common stocks of companies that have improving
                        fundamentals (such as growth of earnings and
                        dividends) and whose stock is reasonably valued by
                        the market. Stocks for the Fund are selected from a
                        universe of the approximately 1,000 largest market
                        capitalization stocks, all of which are those
                        companies with market capitalization of at least
                        $1.0 billion at the time of investment.
- ----------------------------------------------------------------------------------------------------------
 Royce Total Return     9. The Fund seeks an equal focus on both long-term     Royce & Associates
 Portfolio              growth of capital and current income. The Fund seeks
                        to achieve this objective through investments in a
                        diversified portfolio of dividend-paying common
                        stocks of companies selected on a value basis.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                                       14
<PAGE>   68
   
<TABLE>
<S>                             <C>
While the Series and their      Each Series buys and sells shares of the corresponding
comparably named Funds may      mutual fund. These Funds invest in stocks, bonds and other
have names, investment          investments as indicated above. All dividends declared by
objectives and management       the Funds are earned by the Separate Account and reinvested.
which are identical or          Therefore, no dividends are distributed to you under the
similar to publicly             Contract. Instead, dividends generally increase the
available mutual funds,         Accumulation or Annuity Unit Value. You pay no transaction
these are not those mutual      expenses (i.e., front-end or back-end load sales charges) as
funds. The Funds most likely    a result of the Separate Account's purchase or sale of these
will not have the same          mutual fund shares. The Funds listed above are available
performance experience as       only by purchasing annuities and life insurance policies
any publicly available          offered by Security First Life or by other insurance
mutual fund.                    companies and are never sold directly to the public. The
                                shares of each Fund are purchased, without sales charge, for
                                the corresponding Series at the next net asset value per
                                share determined by a Fund after your payment is received by
                                Security First Life. Fund shares will be redeemed by the
                                Series to the extent necessary for Security First Life to
                                make annuity or other payments under the Contracts.

                                Each of the Funds is a portfolio or series of an open-end
                                management investment company registered with the SEC under
                                the Investment Company Act of 1940. Registration does not
                                involve supervision by the SEC of the investment or
                                investment policies of the Funds. There can be no guarantee
                                that a Fund will meet its investment objectives.
 
The Funds are more fully        The Funds are available to other registered separate
described in the Fund           accounts offering variable annuity and variable life
prospectuses and their          products in addition to Security First Life's Separate
Statements of Additional        Account. In the future, a conflict may develop between one
Information. The pro-           or more separate account invested in the same Fund. The
spectuses are attached to or    conflict could develop due to change in the law affecting
accompanied by this             variable annuity products or from differences in voting
Prospectus. The Statements      instructions of owners of the different separate accounts.
of Additional Information       Security First Life monitors the Series for this type of
are available upon your         conflict and will remedy the situation if such a conflict
request.                        develops. This may include the withdrawal of amounts
                                invested in the Funds by you and other Contract Owners.

                                SUBSTITUTION OF FUND SHARES

                                Security First Life may substitute shares of another fund
                                for Fund shares directly purchased and apply future Purchase
                                Payments under the Contracts to the purchase of these
                                substituted shares if the shares of a Fund are no longer
                                available or further investment in such shares is determined
                                to be inappropriate by Security First Life's management in
                                view of the purposes of the Contracts. However, no
                                substitution is allowed unless the SEC approves the
                                substitution under the 1940 Act.

                                PRINCIPAL UNDERWRITER

                                Security First Financial, Inc., 11365 West Olympic
                                Boulevard, Los Angeles, California 90064, a broker-dealer
                                registered under the Securities Exchange Act of 1934 and a
                                member of the National Association of Securities Dealers,
                                Inc., is the principal underwriter for the Contracts.
                                Security First Financial, Inc. is a Delaware corporation and
                                a subsidiary of SFG.

                                SERVICING AGENT

                                SFG provides Security First Life with administrative
                                services, including: office space, supplies, utilities,
                                office equipment, travel expenses and periodic reports.
</TABLE>
    
 
                                       15
<PAGE>   69
 
   
CUSTODIAN
    
 
   
Security First Life is the custodian of the assets of the Separate Account. The
assets of each Series will be physically segregated by Security First Life and
held separate from the assets of the other Series and of any other firm, person
or corporation. The assets of the Separate Account are further protected by
fidelity bonds which cover all of Security First Life's officers and employees.
    
 
- --------------------------------------------------------------------------------
 
                                CONTRACT CHARGES
- --------------------------------------------------------------------------------
 
   
Security First Life deducts the charges described below. Security First Life
represents that the charges are reasonable for the service and benefits
provided, costs and expenses incurred, and risks assumed under the Contracts.
    
 
   
  SERVICES AND BENEFITS SECURITY FIRST LIFE PROVIDES INCLUDE:
    
 
   
     - the ability for you to make withdrawals and surrenders under the
       Contracts;
    
 
   
     - the death benefit paid at your death, the Annuitant's death, or the death
       of the first of joint Contract owners;
    
 
   
     - the available funding options and related programs (including dollar-cost
       averaging, portfolio rebalancing, and systematic withdrawal programs);
    
 
   
     - administration of the annuity options available under the Contracts; and
    
 
   
     - the distribution of various reports to Contract owners.
    
 
   
  COSTS AND EXPENSES INCURRED BY SECURITY FIRST LIFE INCLUDE:
    
 
   
     - losses associated with various overhead and other expenses from providing
       the services and benefits under the Contracts;
    
 
   
     - sales and marketing expenses; and
    
 
   
     - other costs of doing business.
    
 
   
  RISKS ASSUMED BY SECURITY FIRST LIFE INCLUDE:
    
 
   
     - risks that Annuitants may live longer than estimated when the annuity
       factors under the Contracts were established;
    
 
   
     - that the amount of the death benefit will be greater than the Contract
       value or the maximum of all step-up values for the Death Benefit; and
    
 
   
     - that the costs of providing the services and benefits under the contracts
       will exceed the charges deducted.
    
 
   
Security First Life may also deduct a charge for taxes, if applicable.
    
 
   
Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.
    
 
   
These charges may not be changed under the Contract, and Security First Life may
profit from these charges in the aggregate.
    
 
                                       16
<PAGE>   70
   
<TABLE>
<S>                             <C>
                                PREMIUM TAXES 

                                Some states assess premium taxes on the Purchase Payments you make. Generally, premium taxes range
                                from 0% to 2.35% (3.50% in Nevada), depending on the state. The Contracts permit Security First Life
                                to deduct any applicable premium taxes from the Contract Value at or after the time they are
                                incurred. Security First Life currently does not deduct for these taxes at the time you make a
                                Purchase Payment. However, Security First Life will deduct the total amount of premium taxes, if
                                any, from the Contract Value when you elect to begin receiving Annuity payments (Annuitization).
                                
                                SURRENDER CHARGE 

                                No sales charge is deducted from any Purchase Payment. 

                                MORTALITY AND EXPENSE RISK CHARGE 

                                Security First Life charges a fee for bearing certain mortality and expense risks under the policy.
                                Examples of these risks include a guarantee of annuity rates, the death benefits, certain Contract
                                expenses, and assuming the risk that the expense charges and fees are less than actual
                                administrative and operating expenses. As compensation for assuming these risks, Security First Life
                                will make a daily deduction from the value of the Separate Account's assets equal to 1.25% per year.

                                If Security First Life has gains from the receipt of the mortality and expense risk charges over its
                                cost of assuming these risks, it may use the gains as it sees fit. This may include the reduction of
                                expenses incurred in distributing the Contracts.

Please note that deductions     Security First Life may voluntarily waive a portion of the mortality and expense risk charges. Any
are made and expenses paid      waiver may be terminated at any time. Until further notice, Security First Life has determined to
out of the underlying Funds'    reduce its mortality and expense risk charge to 0.39% per year. This reduction in the mortality and
assets, as well. A              expense risk charges is permanent for Contracts issued prior to the termination or reduction of the
description of these fees       waiver.
and expenses are described
in each Fund's prospectus.      FEDERAL, STATE AND LOCAL TAXES

                                Security First Life may in the future deduct charges from the Contract Value for any taxes it incurs
                                because of the Contracts. However, no deductions are being made at the present time. 

                                FREE LOOK PERIOD 

                                You may cancel your Contract within a certain time period. This is known as a "free look." Your Free
                                Look Period is the 10-day period (or longer in certain states) starting when you receive your
                                Contract. If you decide to cancel your Contract, Security First Life must receive your request to
                                cancel in writing at its administrative office within the 10-day period. If the Contract is mailed
                                to Security First Life, it will be considered to be received on the postmark date. If the Contract
                                is sent by certified or registered mail, the date of certification or registration will be
                                considered the date of its return to Security First Life. 
</TABLE> 
    


                                       17
<PAGE>   71
   
The returned Contract will be treated as if Security First Life never issued it,
and Security First Life will refund your Purchase Payments or, if required by
state law, the greater of the Purchase Payments or the Contract Value. Purchase
Payments that you make to the Separate Account will be allocated to the
Oppenheimer Money Fund for the number of days of the Free Look Period required
by the state in which you live. At the end of the Free Look Period, the account
value in the Oppenheimer Money Fund will be reallocated to the Series of the
Separate Account that you selected in your Contract application.
    
 
- --------------------------------------------------------------------------------
 
                          DESCRIPTION OF THE CONTRACTS
- --------------------------------------------------------------------------------
 
ASSIGNMENT
 
   
Your Contract provides that you may freely assign your rights under it. However,
if you hold your Contract in connection with a Section 401 or 403 plan, a Roth
IRA, or a traditional IRA, you cannot assign or transfer the Contract.
    
 
PURCHASE PAYMENTS
 
   
You may make a Purchase Payment at any time. Your minimum initial Purchase
Payment must be $100,000. Each additional Purchase Payment must at least
$25,000. You will receive a confirmation of each Purchase Payment received.
    
 
TRANSFERS
 
  ACCUMULATION UNITS
 
   
You may transfer Accumulation Units among the Funds at any time. Your transfer
instructions must be in writing or, if permitted by Security First Life, by
telephone. If Security First Life permits Accumulation Units to be transferred
by telephone, you will be required to complete an authorization on the contract
application or on another form that Security First Life will provide. Security
First Life will employ reasonable procedures to confirm that telephone
instructions are genuine. This will include a requirement that you provide one
or more forms of personal identification when requesting a transfer. Security
First Life will not be liable for following instructions it reasonably believes
to be genuine.
    
 
   
Your Accumulation Units will be transferred on the first valuation after receipt
of written or telephone instructions. Accumulation Unit values are determined at
the close of trade on the New York Stock Exchange, which is currently 4:00 p.m.
Eastern time. If your transfer instructions are received up to that time your
transfer will be effected at the value calculated on that date. If your
instructions are received after the close of trading on a valuation day, your
transfer instructions will be carried out at the value next calculated.
    
 
  ANNUITY UNITS
 
   
You may transfer Annuity Units among the Series at any time without charge.
Transfers of Annuity Units may only be requested in writing and will be
effective on the first valuation following receipt of the instructions.
    
 
   
  MINIMUM TRANSFER
    
 
   
A minimum of $500 must be transferred from any Series, except as permitted under
a reallocation election or dollar cost averaging program. The value of the
Accumulation and Annuity Units transferred will be calculated as of the close of
business on the day that the transfer occurs.
    
 

                                       18
<PAGE>   72
 
DOLLAR COST AVERAGING
 
   
Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly, quarterly, semi-annual or
annual basis so that more accumulation units are purchased in a funding option
if the cost per unit is low and less accumulation units are purchased if the
cost per unit is high. Therefore, a lower-than-average cost per unit may be
achieved over the long run.
    
 
   
You may participate in this program at no charge if your Contract Value is
$25,000 or more. Under the program, your Accumulation Units from the Series
invested in the Oppenheimer Money Fund will be periodically transferred to other
Series that you select. The program allows you to invest in non-money market
Series over any time period that you choose instead of investing in these other
Series all at once.
    
 
   
You choose whether the transfer will be made monthly, quarterly, semi-annually
or annually. The minimum transfer amount is $100. You may terminate the program
at any time by sending a written notice to Security First Life. (Security First
Life reserves the right to limit the number of Series to which transfers can be
made.)
    
 
REALLOCATION ELECTION
 
   
If your Contract Value is $25,000 or more, you may elect at no additional charge
to systematically reallocate values invested in Accumulation Units among the
Series in order to achieve an allocation ratio that you establish. Your request
must be made in writing on a form provided by Security First Life. (The
reallocation election is not available under the dollar cost averaging program.)
    
 
   
Transfers will occur quarterly. All transfers will be made on the third business
day of the month in which the annual or quarterly anniversary of your Contract
occurs. You may change the allocation ratios once each Contract Year. Any
transfer among Series outside of the election will cause the election to
terminate.
    
 
MODIFICATION OF THE CONTRACTS
 
   
Security First Life must make Annuity payments involving life contingencies at
no less than the minimum guaranteed Annuity rates incorporated into the
Contracts, even if actual mortality experience is different.
    
 
   
Security First Life is legally bound under the Contract to maintain these
Annuity purchase rates. Security First Life must also abide by the Contract's
provisions concerning:
    
 
   
     - death benefits
    
 
   
     - deductions from Purchase Payments
    
 
   
     - deductions from the Separate Account for mortality and expense risk fees
    
 
   
     - guaranteed rates with respect to fixed benefits
    
 
   
Security First Life may change such provisions without your consent to the
extent permitted by the Contract, but only:
    
 
   
     - with respect to any Purchase Payments received as a tax free exchange
       under the Code after the effective date of the change;
    
 
   
     - with respect to benefits and values provided by Purchase Payments made
       after the effective date of the change to the extent that such Purchase
       Payments in any Contract Year exceed the first year's Purchase Payments;
       or
    
 
   
     - to the extent necessary to conform the Contract to any Federal or state
       law, regulation or ruling.
    
 
   
If you have any questions about any of the provisions of your Contract, you may
write or call:
    
 
   
       Security First Life Insurance Company
    
   
       P.O. Box 92193
    
       Los Angeles, California 90009
   
       1 (800) 284-4536
    
 
                                       19
<PAGE>   73
 
- --------------------------------------------------------------------------------
 
                              ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
The NET INVESTMENT FACTOR is    CREDITING ACCUMULATION UNITS IN THE SEPARATE ACCOUNT
an index of the percentage
change (adjusted for            Security First Life will credit Accumulation Units to a
distributions by the Fund       Series upon receipt of your Purchase Payment or transfer.
and the deduction of the        Security First Life determines the number of Accumulation
mortality and expense risk      Units to be credited to a Series by dividing the net amount
fee) in the net asset value     allocated to a Series out of your Purchase Payment by the
of the Fund in which a          value of an Accumulation Unit in the Series next computed
Series is invested, since       following receipt of the Purchase Payment or transfer.
the preceding Valuation
Date. The net investment          SEPARATE ACCOUNT ACCUMULATION UNIT CURRENT VALUES
factor may be greater or
less than 1 depending upon      The current value of Accumulation Units of a particular
the Fund's investment           Series depends upon the investment experience of the Fund in
performance.                    which the Series invests its assets. The value of
                                Accumulation Units is determined each business day at the
                                close of trading on the New York Stock Exchange (currently
                                4:00 p.m. Eastern time). The value is calculated by
                                multiplying the value of an Accumulation Unit in the Series
                                on the immediately preceding valuation date by the net
                                investment factor for the period since that day. You bear
                                the risk that the aggregate current value invested in the
                                Series may at any time be less than, equal to or more than
                                the amount that you originally allocated to the Series.

                                SURRENDER FROM THE SEPARATE ACCOUNT

                                You may surrender all or a portion of the Contract Value of
                                your Contract at any time prior to the Annuity Date. A
                                surrender may result in adverse federal income tax
                                consequences to you including current taxation on the
                                distribution and a penalty tax on the early withdrawal.
                                These consequences are discussed in more detail under
                                "Federal Tax Considerations" on page     . You should
                                consult your tax adviser before making a withdrawal.

                                The Contract Value of your interest in the Separate Account
                                prior to the Annuity Date is determined by multiplying the
                                number of Accumulation Units for each Series credited to
                                your Contract by the current value of an Accumulation Unit
                                in the Series. Security First Life will determine the value
                                of the number of Accumulation Units withdrawn at the next
                                computed Accumulation Unit value.

                                If you request a partial surrender from more than one Series
                                you must specify the allocation of the partial surrender
                                among the Series. You may not make a partial surrender if a
                                withdrawal would cause your interest in any Series to have
                                an after surrender value of less than $500.
                                However, if you are withdrawing the entire amount allocated
                                to a Series this restriction does not apply.

                                  PAYMENT OF SURRENDER AMOUNT

                                Payment of any amount surrendered from a Series will be made
                                to you within seven days of the date that Security First
                                Life receives your written request.

                                Security First Life may suspend surrenders when:

                                  - The SEC restricts trading on the New York Stock Exchange
                                    or the Exchange is closed for other than weekends or
                                    holidays.
</TABLE>
    
 
                                       20
<PAGE>   74
 
   
<TABLE>
<S>                          <C>
     - The SEC permits the suspension of withdrawals.
 
     - The SEC determines that an emergency exists that makes disposal of portfolio securities or valuation of
       assets of the Funds not reasonably practicable.
</TABLE>
    
 
   
ACCOUNT STATEMENTS
    
 
   
You will receive a written account statement each calendar quarter in which a
transaction occurs before the Annuity Date. Even if you do not engage in any
transactions you will receive at least one written account statement per year.
The statement shows:
    
 
   
     - all transactions for the period being reported
    
 
   
     - the number of Accumulation Units that are credited to your Contract in
       each Series
    
 
   
     - the current Accumulation Unit value for each Series
    
 
   
     - your Contract Value as of the end of the reporting period
    
 
   
Security First Life is careful to ensure the accuracy of calculations and
transfers to and within the Separate Account. However, errors may still occur.
You should review your statements and confirmations of transactions carefully
and promptly advise Security First Life of any discrepancy. Allocations and
transfers reflected in a statement will be considered final at the end of 60
days from the date of the statement.
    
 
- --------------------------------------------------------------------------------
 
                                ANNUITY BENEFITS
- --------------------------------------------------------------------------------
 
VARIABLE ANNUITY PAYMENTS
 
   
Your interest in the Series may be applied to provide you with a Variable
Annuity. The dollar amount of the Variable Annuity payments that you receive
will reflect the investment experience of the Series but will not be affected by
adverse mortality experience which may exceed the mortality risk charge
established under the Contract.
    
 
  ASSUMED INVESTMENT RETURN
 
   
Unless you elect otherwise, the Assumed Investment Return is 4.25% per year. If
the laws and regulations of your State allow, you may elect an Assumed
Investment Return of 3.50%, 5% or 6%. The Assumed Investment Return does not
bear any relationship to the actual net investment experience of the Series.
    
 
   
Your choice of an Assumed Investment Return affects the pattern of your Annuity
payments. Your Annuity payments will vary from the Assumed Investment Return
depending on whether the investment experience of the Series in which you have
an interest is better or worse than the Assumed Investment Return. The higher
your Assumed Investment Return, the higher your first Annuity payment will be.
Your next payments will only increase in proportion to the amount the investment
experience of your chosen Series exceeds the Assumed Investment Return and
Separate Account charges. Likewise, your payments will decrease if the
investment experience of your chosen Series is less than the Assumed Investment
Return and Separate Account charges. A lower Assumed Investment Return will
result in a lower initial Annuity payment, but subsequent Annuity payments will
increase more rapidly or decline more slowly as changes occur in the investment
experience of the Series. Conversely, a higher Assumed Investment Return would
result in a higher initial payment than a lower Assumed Investment Return, but
later payments will rise more slowly or fall more rapidly.
    
 
                                       21
<PAGE>   75

   
<TABLE>
<S>                             <C>
                                ELECTION OF ANNUITY DATE AND FORM OF ANNUITY
                                You choose the Annuity Date and the form of Annuity payment.

                                  ELECTION OF ANNUITY DATE

                                If you do not choose an Annuity Date at least thirty-one
                                days before Annuitization, your Normal Annuity Date
                                automatically will be the later of:

                                  - the Contract anniversary nearest to the Annuitant's 100th
                                    birthday, or

                                  - the 10th anniversary of the Contract Date.

                                You may select an optional Annuity Date that is earlier than
                                the Normal Annuity Date described above. This Annuity Date may
                                be the first day of any month before the Normal Annuity Date.

                                Please note that the Qualified Contracts may require a different
                                Normal Annuity Date and may prohibit the selection of certain
                                optional Annuity Dates.

There are three people who      FORM OF ANNUITY
are involved in payments
under your Annuity:             Currently, Security First Life provides you with five forms
                                of Annuity payments. Each Annuity payment option, except
- - you, the Owner                Option 5, is available on both a Fixed and Variable Annuity
                                basis. Option 5 is available on a Fixed basis only.
- - the Annuitant
                                OPTION 1 -- LIFE ANNUITY
- - the Beneficiary
                                You receive Annuity payments monthly during the lifetime of
The Owner and the               the Annuitant. These payments stop with the last payment due
Annuitant may be the            before the death of the Annuitant. Because Security First
same person.                    Life does not guarantee a minimum number of payments under
                                this arrangement, this option offers the maximum level of 
                                monthly payments.

                                OPTION 2 -- LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY
                                PAYMENTS CERTAIN

                                You receive a guaranteed minimum number of monthly Annuity
                                payments during the lifetime of the Annuitant. In addition,
                                Security First Life guarantees that you, (or your
                                Beneficiary, if you are the Annuitant) will receive monthly
                                payments for the remainder of the period certain, if the
                                Annuitant dies during that period.

                                OPTION 3 -- INSTALLMENT REFUND LIFE ANNUITY

                                An Annuity payable monthly during the lifetime of an
                                individual. You receive a guaranteed minimum number of
                                monthly payments which are equal to the amount of your
                                Contract Value allocated to this option divided by the first
                                monthly payment. If you die before receiving the minimum
                                number of payments, the remaining payments will be made to
                                your Beneficiary.

                                OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY
 
                                You receive Annuity payments monthly during the lifetime of
                                you and another payee (the joint payee) and during the
                                lifetime of the survivor of the two of you. Security First
                                Life stops making payments with the last payment before the
                                death of the last surviving payee. Security First Life does
                                not guarantee a minimum number of payments under this
                                arrangement. The election of this option is ineffective if
                                either of you dies before Annuitization. In that case, the
                                survivor becomes the sole payee, and Security First Life
                                does not pay death proceeds because of the death of the
                                other payee.

                                       22
</TABLE>
    
 
                                
<PAGE>   76
 
   
OPTION 5 -- PAYMENTS FOR A DESIGNATED PERIOD (FIXED ANNUITY ONLY)
    
 
   
Security First Life makes Annuity payments monthly to you or another
properly-designated payee, or to the Beneficiary at your or another payee's
death, for a selected number of years ranging from five to thirty. The amount of
each payment will be based on an interest rate determined by Security First Life
that will not be less than 3.50% per year.
    
 
   
If you do not choose a form of Annuity payment, Option 2, a life annuity with a
guaranteed minimum of 120 monthly payments, will automatically be applied to
your Contract. You may make changes to an optional form of Annuity payment at
any time until 31 days before the Annuity date.
    
 
   
The first year's Annuity payment described in Options 1 - 4 are calculated on
the basis of:
    
 
   
     - the mortality table specified in the Contract
    
 
   
     - the age and where permitted the sex of the Annuitant
    
 
   
     - the type of Annuity payment option selected, and
    
 
   
     - the assumed investment return selected.
    
 
   
The fixed Annuity payments described in Option 5 are calculated on the basis of:
    
 
   
     - the number of years in the payment period, and
    
 
   
     - the interest rate guaranteed with respect to the option.
    
 
Fixed Annuities are funded through the General Account of Security First Life.
 
FREQUENCY OF PAYMENT
 
   
Your payments under all options will be made on a monthly basis unless you and
Security First Life have agreed to a different arrangement.
    
 
   
Payments from each Series must be at least $50 each. If a payment from a Series
will be less than $50, Security First Life has the right to decrease the
frequency of payments so that each payment from a Series will be at least $50.
    
 
LEVEL PAYMENTS VARYING ANNUALLY
 
   
Your variable Annuity payments are determined yearly rather than monthly. As a
result, you will receive a uniform monthly Annuity payment for each Annuity
year. The level of payments for each year is based on the investment performance
of the Series up to the Valuation Date as of which the payments are determined
for the year. As a result, the amounts of the Annuity payments will vary with
the investment performance of the Series from year to year rather than from
month to month. Your monthly variable Annuity payments for the first year will
be calculated on the last Valuation Date of the second calendar week before the
Annuity date. The amount of your monthly variable Annuity payments will be
calculated using a formula described in the Contract. On each anniversary of the
Annuity date, Security First Life will determine the total monthly payments for
the year then beginning. These payments will be determined by multiplying the
number of Annuity units in each Series from which payments are to be made by the
annuity unit value of that Series for the valuation period in which the first
payment for that period is due.
    
 
   
After calculating the amount due to you, Security First Life transfers the
amount of the year's Variable Annuity payments to a General Account at the
beginning of the year. Although the amount in the Separate Account is credited
to you and transferred to the General Account, you do not have any property
rights in this amount. You do have a contractual right to receive your Annuity
payments.
    
 
   
The monthly Annuity payments for the year are made from the General Account with
interest using the standard Assumed Investment Return of 4.25% or the Assumed
Investment Return that you selected. As a result, Security First Life will
experience profits or losses on the amounts placed in the General Account in
    
 
                                       23
<PAGE>   77
 
   
providing level monthly payments to you during the year that meet the Assumed
Investment Return that you selected. For example, if the net investment income
and gains in the General Account are lower than the Assumed Investment Return
selected, Security First Life will experience a loss.
    
 
   
You will not benefit from any increases or be disadvantaged from any decreases
in any Annuity Unit Values during the year because the Annuity payments for that
year are set at the beginning of the year. These increases and decreases will be
reflected in the calculation of Annuity payments for the following year.
    
 
ANNUITY UNIT VALUES
 
   
[This is how Security First Life calculates the Annuity Unit Value for each
Series:
    
 
   
     - First, Security First Life determines the change in investment experience
       (including any investment-related charge) for the underlying Fund from
       the previous valuation date to the current valuation date.
    
 
   
     - Next, it subtracts the daily equivalent of your mortality and expense
       risk charges for each day since the last day the Annuity Unit Value was
       calculated.
    
 
   
     - Then, it divides the result by the weekly equivalent of your Assumed
       Investment Return.
    
 
   
     - FINALLY, THE PREVIOUS ANNUITY UNIT VALUE IS MULTIPLIED BY THIS RESULT.]
    
 
- --------------------------------------------------------------------------------
 
                                 DEATH BENEFITS
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
If you own a Contract with      DEATH BEFORE THE ANNUITY DATE
another person or persons,
the death of either you or      If you chose another person other than yourself as the
your co-owner will              Annuitant under your contract and the Annuitant dies, you
constitute the death of the     become the Annuitant. If you die before the Annuity Date,
Owner for Contract purposes.    whether or not you are the Annuitant, your Beneficiary(ies)
                                will receive a death benefit that is the greatest of:
                                  - the total of all Purchase Payments less any partial
                                    withdrawals, including amounts already applied to produce
                                    Annuity payments; or
                                  - the Contract Value of settlement

                                if you (or any co-owners) is age 76 or older on the Contract
                                Date, the death benefit will equal the Contract Value at
                                settlement.

                                Your Beneficiary(ies) receive the death benefit as either:

                                (1) A lump sum that must be made within five (5) years of
                                    your death.
                                    or
                                (2) Annuity income under Annuity Income Options One, Two or
                                    Five.

                                If your Beneficiary(ies) chooses one of the Annuity income
                                options:

                                  - Payments must begin within one year of your death
                                    (However, under a Qualified Contract your spouse may delay
                                    commencement of payments up to the date that you would
                                    have reached 70 1/2.)

                                  - The guaranteed period under Option Two or the designated
                                    period under Option Five may not be longer than the
                                    Beneficiary's life expectancy under applicable tables
                                    specified by the Internal Revenue Service.

                                  - The Contract Value on the date of the first Annuity
                                    payment will be used to determine the amount of the death
                                    benefit.
</TABLE>
    
 
                                       24
<PAGE>   78
 
   
If your spouse is your sole Beneficiary, he or she may choose to succeed to your
rights as Owner rather than to take the death benefit. If you have more than one
Beneficiary living at the time of your death, each will share the proceeds of
the death benefit equally unless you elect otherwise.
    
 
   
If you outlive all of your Beneficiaries, the death benefit will be paid to your
estate in a lump sum. No Beneficiary shall have the right to assign or transfer
any future payments under the Options, except as provided in the election or by
law.
    
 
   
You will also be considered to have outlived your Beneficiary(ies) in the
following situations:
    
 
   
     - Your Beneficiary(ies) and you die at the same time.
    
 
   
     - Your Beneficiary(ies) dies within 15 days of your death and proof of your
       death is received by Security First Life before the date due.
    
 
   
Proof of death includes a certified death certificate, or attending physician's
statement, a decree of a court of competent jurisdiction as to the finding of
death, or other documents that Security First Life agrees to accept as proof of
death.
    
 
DEATH AFTER THE ANNUITY DATE
 
   
If the Annuitant dies on or after the Annuity Date, the amounts payable to the
Beneficiary(ies) or other properly designated payees will consist of any
continuing payments under the Annuity Payment option in effect. In this case,
the Beneficiary will:
    
 
   
     - have all the remaining rights and powers under the Contract, and
    
 
   
     - be subject to all the terms and conditions of the Contract.
    
 
   
If none of your Beneficiaries survive the Annuitant, the value of any remaining
payments certain on the death of Annuitant, calculated on the basis of the
assumed investment return that you previously chose, will be paid in a lump sum
to the Annuitant's estate unless other provisions have been made and approved by
Security First Life. This value is calculated on the next day of payment
following receipt of due proof of death.
    
 
                                       25
<PAGE>   79
 
- --------------------------------------------------------------------------------
 
   
                           FEDERAL TAX CONSIDERATIONS
    
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                             <C>
A QUALIFIED CONTRACT is a       The following general discussion of the federal income tax
Contract that is purchased      consequences under this Contract is not intended to cover
under certain types of          all situations, and is not meant to provide tax advice.
tax-advantaged retirement       Because of the complexity of the law and the fact that the
plans.                          tax results will vary depending on many factors, you should
                                consult your tax adviser regarding your personal situation.
Qualified plans include:        For your information, a more detailed tax discussion is
                                contained in the SAI.
- - SECTION 401 PLANS
  (self-employed and            GENERAL TAXATION OF ANNUITIES
  corporate pension and
  profit-sharing plans)         Congress has recognized the value of saving for retirement
                                by providing certain tax benefits, in the form of tax
- - SECTION 403 PLANS             deferral, for money put into an annuity. The Internal
  (tax-deferred annuities)      Revenue Code (the Code) governs how this money is ultimately
                                taxed. There are different rules for qualified and
- - SECTION 457 PLANS             non-qualified Contracts and depending on how the money is
  (deferred compensation        distributed, as briefly described below.
  plans)
                                You generally will not be taxed on increases in the value of
- - TRADITIONAL IRAS              your Contract until a distribution occurs -- either as a
                                withdrawal or as an Annuity payment. This concept is known
- - ROTH IRAS                     as tax deferral. In addition, Security First Life will not
                                be taxed on the investment income and capital gains of the
Please note that the terms      Separate Account.
of a particular plan may
limit your rights otherwise     NON-QUALIFIED CONTRACTS
available under the
Contract.                       If you are the owner of a non-qualified Contract, you do not
                                receive any tax benefit (deduction or deferral of income) on
A NON-QUALIFIED CONTRACT is     Purchase Payments, but you will not be taxed on increases in
a Contract that is purchased    the value of your Contract until a distribution
on an individual basis with     occurs -- either as a withdrawal (that is, a distribution
after-tax dollars and not       made prior to the maturity date) or as Annuity payments.
under one of the programs
listed above in the             Any direct or indirect borrowing against the value of the
description of a qualified      Contract or pledging of the Contract as security for a loan
Contract.                       will be treated as a cash distribution under the tax law. A
                                lump sum taken in lieu of remaining Annuity payments will be
                                treated as a withdrawal for tax purposes.

                                If a non-qualified Contract is owned by someone other than
                                an individual (e.g., by a corporation), the Contract will
                                generally not be treated as an annuity for tax purposes. For
                                these entities, any increases in the value of the Contract
                                attributable to Purchase Payments made after February 28,
                                1986 are includible in the Owner's annual income.
</TABLE>
    
 
                                       26
<PAGE>   80
   
<TABLE>
<S>                             <C>
Earnings are the income that      WITHDRAWALS
your Contract generates.
                                If you make a partial withdrawal, this money will generally
There is income in the          be taxed as first coming from earnings and then from your
Contract to the extent the      Purchase Payments. These withdrawn earnings are includible
Contract Value exceeds your     in your gross income and are taxed at ordinary income rates.
investment in the Contract.
The investment in the             ANNUITY DISTRIBUTIONS
Contract equals the total
Purchase Payments you paid      When you receive an Annuity payment, part of each payment is
less any amount received        considered a return of your Purchase Payments and will not
previously which was            be taxed. The remaining portion of the Annuity payment
excludable from gross           (i.e., any earnings) is included in your gross income and
income.                         will be considered ordinary income for tax purposes.

                                How the Annuity payment is divided between taxable and
                                non-taxable portions depends upon the period over which the
                                Annuity payments are expected to be made. Annuity payments
                                received after you have received all of your premium
                                payments are fully includable in income.

                                  EARLY SURRENDER PENALTY

                                The Code also provides that income distributed as an Annuity
                                or lump sum withdrawal may be subject to a penalty. The
                                amount of the penalty is equal to 10% percent of the amount
                                that is includable in income. Some withdrawals will be
                                exempt from the penalty. They include any amounts:

                                  - paid on or after the date you reach age 59 1/2;
                                  - paid to your beneficiaries after you die;
                                  - paid if you become totally disabled (as that term is
                                    defined in the Code);
                                  - paid in a series of substantially equal payments made
                                    annually (or more frequently) under a lifetime Annuity;
                                  - paid under an immediate Annuity;
                                  - which come from Purchase Payments made prior to August 14,
                                    1982; or
                                  - paid pursuant to a domestic relations order.

                                The penalty also will be imposed if you elect to receive
                                payments in substantially equal installments as a life or
                                life expectancy annuity prior to age 59 1/2 and then change
                                the method of distribution before you reach the age of
                                59 1/2. You will be assessed the penalty even after age
                                59 1/2 if payments have not continued for five years.

                                If you are issued multiple annuity contracts within a
                                calendar year by one company or its affiliates, the tax law
                                may treat these contracts as one annuity contract for
                                purposes of determining your tax on any distribution. This
                                treatment may result in adverse tax consequences for you.

                                QUALIFIED CONTRACTS

                                The full amount of all distributions received from a Section
                                401, 403(b), 457 plan or traditional IRA (except for a
                                return of non-deductible employee contributions) are
                                included in your gross income and are taxed at ordinary
                                income rates unless the distribution is transferred to an
                                eligible rollover account or Contract. In certain cases,
                                distributions received from a Roth IRA are also included in
                                gross income.
</TABLE>
    
 
                                       27
<PAGE>   81
 
   
Generally, distributions are included in your income in the year in which they
are paid. However, in the case of a Section 457 plan, a distribution is
includable in the year it is paid or when it is made available, depending upon
whether certain Code requirements are met. In very limited situations, a lump
sum distribution from a Section 401 plan may qualify for special forward income
averaging or may qualify for special long term capital gain treatment.
    
 
   
  MANDATORY MINIMUM DISTRIBUTIONS
    
 
   
If you are a participant in a Section 401, 403(b), 457 plan or traditional IRA,
you generally must begin receiving withdrawals from your Contract value or
Annuity payments for life or a period not exceeding the life expectancy of you
or you and a beneficiary by April 1 of the calendar year following the later of:
    
 
   
     - the year you turn 70 1/2
    
 
   
     - the year you retire
    
 
   
If you are the owner of a Roth IRA, the required distributions do not apply.
    
 
   
  WITHDRAWALS BEFORE AGE 59 1/2
    
 
   
If you receive a taxable distribution from your Contract before you reach age
59 1/2, this amount may be subject to a 10% penalty tax in addition to ordinary
income taxes. Section 457 plans are not subject to this 10% penalty tax.
    
 
   
As indicated in the chart below, some distributions prior to age 59 1/2 are
exempt from the penalty. Some of these exceptions include any amounts received:
    
 
   
<TABLE>
<S>                                                      <C>              <C>              <C>
                                                                            TYPE OF PLAN
- -----------------------------------------------------------------------------------------------------------
                                                               401            403(B)*            IRA
- -----------------------------------------------------------------------------------------------------------
 After you die                                                  X                X                X
- -----------------------------------------------------------------------------------------------------------
 After you become totally disabled
 (as defined in the Code)                                       X                X                X
- -----------------------------------------------------------------------------------------------------------
 Financial hardship                                                              X
                                                                            (contributed
                                                                            amount only)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
    
 
- ---------------
   
* These restrictions only apply to 403(b) contributions and earnings made after
  December 31, 1988. These restrictions do not apply to Contract values
  attributable to contributions or earnings made before January 1, 1989.
    
 
   
Distributions from a 457 Plan can not be made available before the earlier of
age 70, separation from service, or an unforeseeable emergency.
    
 
                                       28
<PAGE>   82
 
   
ROLLOVERS OF PLAN CONVERSIONS
    
 
   
You may roll over distributions (other than required distributions) from one
plan to another plan without incurring any Federal income tax under some
circumstances. These circumstances are as follows:
    
 
   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
DISTRIBUTION ISSUED FROM:         MAY BE ROLLED INTO:
- --------------------------------------------------------------------------------------------
<S>                               <C>
  - Section 401 plan              Another Section 401 plan;
                                  or
                                  an IRA
- --------------------------------------------------------------------------------------------
  - Section 403(b) plan           Another Section 403(b) plan;
                                  or
                                  an IRA
- --------------------------------------------------------------------------------------------
  - IRA                           Another IRA;
                                  a Roth IRA (under certain conditions);
                                  a Section 401 or 403(b) plan if the IRA contains only
                                  amounts rolled over from such a plan
- --------------------------------------------------------------------------------------------
</TABLE>
    
 
   
  DEDUCTIONS FOR PLAN CONTRIBUTIONS
    
 
   
You may deduct your contributions to Section 401 plans and Section 403(b)
annuities in the year when made up to the limits specified in the Code. These
plans may also permit non-deductible employee contributions. Any non-deductible
employee contribution that you make will be received tax free as a portion of
each Annuity payment.
    
 
   
  TAXATION OF DEATH BENEFITS
    
 
   
Any distributions under Section 401 and 403(b) plans and IRAs must meet minimum
incidental death benefit requirements under the Code. However, if you are a
participant in a Section 401 plan and your spouse is your designated
beneficiary, these death benefit requirements do not apply.
    
 
   
Similar requirements apply to Section 457 plans for the tax years beginning
after December 31, 1988.
    
 
WITHHOLDING
 
   
  MANDATORY 20% WITHHOLDING FOR "ELIGIBLE ROLLOVER DISTRIBUTIONS"
    
 
   
If you are participating in a Section 401 retirement plan or a Section 403(b)
tax-deferred annuity (including lump sum distributions), Security First Life is
required to withhold 20% of the taxable portion of your withdrawal that
constitutes an "eligible rollover distribution" for Federal income tax purposes.
    
 
   
An "eligible rollover distribution" is any taxable amount that you receive from
your Contract, except for taxable distributions that are:
    
 
   
     - a life or life expectancy annuity (individual or joint)
    
 
   
     - an annuity with a designated period of 10 years or more
    
 
   
     - withdrawals to satisfy minimum distribution requirements
    
 
   
Other exceptions to the definition of eligible rollover distribution exist. The
requirements discussed below under "Other Withholding" will apply to any
distribution that is not an eligible rollover distribution.
    
 
   
You may not elect out of the 20% withholding requirement. However, Security
First Life is not required to withhold the money if an eligible rollover
distribution is rolled over into a traditional IRA or other eligible retirement
plan in a direct trustee-to-trustee transfer.
    
 
                                       29
<PAGE>   83
 
   
  OTHER TAX WITHHOLDING
    
 
   
Different withholding rules apply to taxable withdrawals such as Annuity
payments, lump sum distributions, and partial withdrawals that are not eligible
rollover distributions.
    
 
   
The withholding rules are determined at the time of payment. You may elect out
of these withholding requirements. You may revoke an election made in regard to
Annuity payments at any time and tax withholding will begin again at that time.
Security First Life will notify you at least annually of your right to revoke
your election.
    
 
   
  TAXPAYER IDENTIFICATION NUMBER ("TIN")
    
 
   
You are required by law to provide Security First Life (as payor) with your
correct TIN. If you are an individual, the TIN is your social security number.
    
 
- --------------------------------------------------------------------------------
 
                                 VOTING RIGHTS
- --------------------------------------------------------------------------------
 
   
As the owner of the Separate Account, Security First Life is the legal owner of
the shares of the funding options. Based upon Security First Life's current view
of applicable law, you have voting interests under your Contract concerning Fund
shares and are entitled to vote on Fund proposals at all regular and special
shareholders meetings. Therefore, you are entitled to give us instructions for
the number of shares which are deemed attributable to your Contract.
    
 
   
Security First Life will vote all shares of the underlying Funds as directed by
you and other Contract Owners who have voting interests in the Funds. Security
First Life will send you and other Contract Owners, at a last known address, all
periodic reports, proxy materials and written requests for instructions on how
to vote those shares. When Security First Life receives these instructions, it
will vote all of the shares in proportion to the instructions. If Security First
Life does not receive your voting instructions, it will vote your interest in
the same proportion as represented by the votes it receives from the other
Owners. If Security First Life determines that it is permitted to vote the
shares in its own right due to changes in the law or in the interpretation of
the law it may do so.
    
 
   
Security First Life is under no duty to inquire into voting instructions or into
the authority of the person issuing such instructions. All instructions will be
valid unless Security First Life has actual knowledge that they are not.
    
 
   
When Annuity payments begin, the Annuitant will have all voting rights in regard
to Fund shares.
    
 
   
There are certain circumstances under which Security First Life may disregard
voting instructions. However, in this event, a summary of our action and the
reasons for such action will appear in the next semiannual report.
    
 
   
The number of votes that each person having the right to vote receives is
determined on a record date that is set no more than 90 days before the meeting.
Voting instructions will be requested at least 10 days before the meeting. Only
Owners or Annuitants on the record date may vote.
    
 
   
The number of shares to which you are entitled to vote is calculated by dividing
the portion of your Contract Value allocated to that Fund on the record date by
the net asset value of a Fund share on the same date.
    
 
                                       30
<PAGE>   84
 
- --------------------------------------------------------------------------------
 
   
                                YEAR 2000 ISSUE
    
   
- --------------------------------------------------------------------------------
    
 
   
Security First Life and its service providers, including the underlying Fund
options, depend on the smooth operation of their computer systems. Many computer
and software systems in use today cannot recognize the Year 2000, but revert to
1900 or some other date, due to the manner in which dates were encoded and
calculated. That failure could have a negative impact on Security First Life and
the Separate Account, including the calculation of your interest in the Series,
on the Funds' handling of securities trades, pricing and account services, as
well as on the companies in which the Funds will invest. Security First Life is
monitoring the efforts of the service providers to prepare their systems for the
Year 2000 and expects that each Series service provider will be adapted before
that date. There can be no guarantee, however, that Security First Life or its
service providers will be successful or that the steps taken by Security First
Life will be sufficient to avoid any adverse impact on the Separate Account and
each of its Series.
    
 
- --------------------------------------------------------------------------------
 
                               LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
 
   
There are no present or pending material legal proceedings affecting the
Separate Account. Security First Life, in the ordinary course of its business,
is engaged in litigation of various kinds which in its judgment is not of
material importance in relation to its total assets.
    
 
- --------------------------------------------------------------------------------
 
                             ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
 
   
You may contact Security First Life at the address and phone number on the cover
of this Prospectus for further information. A copy of the Statement of
Additional Information, dated May 1, 1999, which provides more detailed
information about the contracts, may also be obtained. The table of contents for
the Statement of Additional Information is attached at page                .
    
 
   
A Registration Statement has been filed with the SEC under the Securities Act of
1933 for the Contracts offered by this Prospectus. This Prospectus does not
contain all of the information in the Registration Statement. Please refer to
this Registration Statement for further information about the Separate Account,
Security First Life and the Contracts. Any statements in this Prospectus about
the contents of the Contracts and other legal instruments are only summaries.
Please see the filed versions of these documents for a complete statement of any
terms.
    
 
                                       31
<PAGE>   85


   
                                                      '33 Act File No. 33-7094












                                  STATEMENT OF

                             ADDITIONAL INFORMATION



                     SECURITY FIRST LIFE SEPARATE ACCOUNT A



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

             INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

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



                      SECURITY FIRST LIFE INSURANCE COMPANY


                                   MAY 1, 1999







This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus. A copy of the prospectus, dated May 1, 1999,
may be obtained without charge by writing to Security First Life Insurance
Company, P.O. Box 92193, Los Angeles, California 90009 or by telephoning 1 (800)
284-4536.
    








SF 135 - R2C

<PAGE>   86
   
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                     Page
                                                                     ----
<S>                                                                   <C>
The Insurance Company                                                  3

The Separate Account                                                   3

Net Investment Factor                                                  3

Annuity Payments                                                       3

Additional Federal Income Tax Information                              5

Obtaining Tax Advice                                                   6

Underwriters, Distribution of the Contracts                            6

Calculation of Performance Data                                        6

Voting Rights                                                          8

Safekeeping of Securities                                              8

Servicing Agent                                                        8

Independent Auditors                                                   8

Legal Matters                                                          8

State Regulation of Security First Life                                9

Financial Statements                                                   9
</TABLE>
    



                                       2

<PAGE>   87

   
THE INSURANCE COMPANY

Security First Life Insurance Company ("Security First Life") is a wholly owned
subsidiary of Security First Group, Inc. ("SFG"). Security First Group, Inc.
("SFG"), the parent of Security First Life, is a wholly-owned subsidiary of
Metropolitan Life Insurance Company ("MetLife"), a New York mutual life
insurance company. MetLife, with assets of $___ billion at June 30, 1998, is the
second largest life insurance company in the United States in terms of total
assets. As a mutual life insurance company, MetLife has no shareholders.
However, MetLife announced in November 1998 its intention to convert to a stock
company. The "demutualization" plan will be subject to approval of the board of
Directors, the state of New York Insurance Department and policyholders. As of
May 1, 1999, MetLife does not know the details of the plan or when or if it will
take place.

THE SEPARATE ACCOUNT

The Security First Life Separate Account A ("Separate Account") presently funds
the Contracts described in this Prospectus and individual and group variable
annuity contracts on Forms SF135R2V, SF 224FL, SF 226R1, SF 230, SF 234 and SF
236. These variable annuity contracts are described in other prospectuses. The
individual combination fixed and variable annuity contracts ("Contracts")
described in this Statement of Additional Information and related prospectuses
are distinct contracts from the above described group variable annuity
contracts.

Amounts allocated to the Separate Account under the Contracts are invested in
the securities of twelve Funds: (i) the Money Market Portfolio, Equity-Income
Portfolio, Growth Portfolio and Overseas Portfolio of the Variable Insurance
Products Fund; (ii) the Asset Manager Portfolio, Contrafund Portfolio and Index
500 Portfolio of the Variable Insurance Products Fund II; (iii) the U.S.
Government Income Series, the Equity Series, the Bond Series and the T. Rowe
Price Growth and Income Series of the Security First Trust; and (iv) the Small
Capitalization Portfolio of The Alger American Fund. The Separate Account is
divided into a number of Series of Accumulation and Annuity Units, twelve of
which are offered under the Contracts: Series FM (Money Market Portfolio),
Series FE (Equity-Income Portfolio), Series FG (Growth Portfolio), Series FO
(Overseas Portfolio), Series FA (Asset Manager Portfolio), Series FC (Contrafund
Portfolio), Series FI (Index 500 Portfolio), Series SU (U.S. Government Income
Series), Series SV (Equity Series), Series B (Bond Series), Series G (T. Rowe
Price Growth and Income Series) and Series SC (Small Capitalization Portfolio).

NET INVESTMENT FACTOR

The Separate Account net investment factor is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the actuarial risk
fee) in the net asset value of each Fund in which the Series in invested, since
the preceding Business Day. The Separate Account net investment factor for each
Series of Accumulation Units is determined for any Business Day by dividing (i)
the net asset value of a share of the Fund which is represented by such Series
at the close of business on such day, plus the per share amount of any
distributions made by such Fund on such day by (ii) the net asset value of a
share of such Fund determined as of the close of business on the preceding
Business Day and then subtracting from the result the daily factors for
administration fees, mortality and expense risks (.003836%) for each calendar
day between the preceding Business Day and the end of the current Business Day.

ANNUITY PAYMENTS

Basis of Variable Benefits
    



                                       3

<PAGE>   88

   
The Variable Annuity benefits rates used in determining Annuity Payments under
the Contracts are based on actuarial assumptions, reflected in tables in the
Contracts, as to the expected mortality and adjusted age and the form of Annuity
selected. The mortality basis for these tables is Security First Life's Modified
Select Annuity Mortality Table, projected to the year 2000 on Projection Scale
C, with interest at 4.25% for all functions involving life contingencies and the
portion of any period certain beyond 10 years, and 3.25% for the first 10 years
of any certain period. Adjusted age in those tables means actual age to the
nearest birthday at the time the first payment is due, adjusted according to the
following table:


<TABLE>
<CAPTION>

         CALENDAR YEAR OF BIRTH          ADJUSTED AGE IS
         ----------------------          ---------------
<S>                                     <C>                             
               Before 1916                  Actual Age
               1916 - 1935              Actual Age Minus 1
               1936 - 1955              Actual Age Minus 2
               1956 - 1975              Actual Age Minus 3
               1976 - 1995              Actual Age Minus 4
</TABLE>

Determination of Amount of Monthly Variable Annuity Payments For First Year

The Separate Account value used to establish the monthly Variable Annuity
Payment for the first year consists of the value of Accumulation Units of each
Series of the Separate Account credited to a Contract Owner on the last day of
the second calendar week before the Annuity Date. The Contracts contain tables
showing monthly payment factors and Annuity premium rates per $1,000 of Separate
Account value to be applied under Options 1 through 4.

At the beginning of the first payment year an amount is transferred from the
Separate Account to the General Account and level monthly Annuity Payments for
the year are made out of the General Account for that year. That amount to be
transferred is determined by multiplying the Annuity premium rate per $1,000 set
forth in Contract tables by the number of thousands of dollars of Separate
Account value credited to a Contract Owner. The level monthly payment for the
first payment year is then determined by multiplying the amount transferred (the
Annuity premium) by the monthly payment factor in the same table. In the event
the Contract involved has Separate Account Accumulation Units in more than one
Series, the total monthly Annuity Payment for the first year is the sum of the
monthly Annuity Payments, determined in the same manner as above, for each
Series.

At the time the first year's monthly payments are determined, a number of
Annuity Units for each Separate Account Series is also established for the
Annuitant by dividing the monthly payment derived from that Series for the first
year by the Separate Account Annuity Unit values for the Series on the last
Business Day of the second calendar week before the first Annuity Payment is
due. The number of Annuity Units remains fixed during the Annuity period unless
Annuity Units are converted to another Series.

Determination of Amount of Monthly Variable Annuity Payments for Second and
Subsequent Years

As of each anniversary of the Annuity Date, Security First Life will determine
the amount of the monthly Variable Annuity Payments for the year then beginning.
Separate determinations will be made for each Separate Account Payments for the
year then beginning. Separate determinations will be made for each Separate
Account Series in which the Annuitant has Annuity Units, with the total Annuity
Payment being the sum of the payments derived from the
    



                                       4

<PAGE>   89

   
Series. The amount of monthly payments for any Separate Account Series for any
year after the first will be determined by multiplying the number of Annuity
Units for that Series by the Annuity Unit value for that Series for the
Valuation Period in which the first payment for the year is due. It will be
Security First Life's practice to mail Variable Annuity Payments no later than
seven days after the last day of the Valuation Period upon which they are based
or the monthly anniversary thereof.

The objective of a Variable Annuity contract is to provide level payments during
periods when the economy is relatively stable and to reflect as increased
payments only the excess of investment results flowing from inflation or an
increase in productivity. The achievement of this objective will depend in part
upon the validity of the assumption that the net investment return of the
Separate Account equals the Assumed Investment Return during periods of stable
prices. Subsequent years' payments will be smaller than, equal to or greater
than the first year's payments depending on whether the actual net investment
return for the Separate Account is smaller than equal to or greater than the
Assumed Investment Return.

Annuity Unit Value

The initial value of an Annuity Unit is $5 for each Series for the first
Valuation Period as of which the first Variable Annuity Payment from such Series
is made. The value of an Annuity Unit for each Series on any later date is
determined by multiplying the value of an Annuity Unit at the end of the
preceding Valuation Period by the "Annuity change factor" for the second
preceding Valuation Period. The Annuity change factor is an adjusted measurement
of the investment performance of the Fund since the end of the preceding
Valuation Period. The Annuity change factor is determined by dividing the value
of an Accumulation Unit at the end of the Valuation Period by the value of an
Accumulation Unit at the end of the preceding Valuation Period and multiplying
the result by a neutralization factor.

Variable Annuity Payments for each year after the first reflect variations in
the investment performance of the Separate Account above and below an Assumed
Investment Return. This assumed investment rate is included for purposes of
actuarial computations and does not relate to the actual investment performance
of the underlying Fund. Therefore, the Assumed Investment Return must be
"neutralized" in computing the Annuity change factor. For weekly Valuation
Periods and a 4.25% Assumed Investment Return, the neutralization factor is
0.9991999.

ADDITIONAL FEDERAL INCOME TAX INFORMATION

Security First Life is required to withhold federal income tax on Contract
distributions (such as Annuity Payments, lump sum distributions or partial
surrenders). However, recipients of Contract distributions are allowed to make
an election not to have federal income tax withheld. After such election is made
with respect to Annuity Payments, an Annuitant may revoke the election at any
time, and thereafter commence withholding. In such a case, Security First Life
will notify the payee at least annually of his or her right to change such
election.

The withholding rate followed by Security First Life will be applied only
against the taxable portion of Contract distributions. Federal tax will be
withheld from Annuity Payments pursuant to the recipient's withholding
certificate. If no withholding certificate is filed with Security First Life,
federal tax will be withheld from Annuity Payments on the basis that the payee
is married with three withholding exemptions. Federal tax on the taxable portion
of a partial or total surrender (i.e., non-periodic distribution) generally will
be withheld at a flat 10% rate. In the case of a plan qualified under Sections
401(a) or 403(a) of the Code, if the balance to the credit of a participant in a
plan is distributed within one taxable year to the recipient ("total
    




                                       5

<PAGE>   90

   
distribution"), the amount of withholding will approximate the federal income
tax on a lump sum distribution. If a total distribution is made from such a plan
or a tax-sheltered annuity on account of the participant's death, the amount of
withholding will reflect the exclusion from federal income tax for
employer-provided death benefits.

Security First Life is required to withhold 20% of certain taxable amounts
constituting "eligible rollover distributions" to participants (including lump
sum distributions) in retirement plans under Code Section 401 and tax deferred
annuities under Code Section 403(b). This withholding requirement does not apply
to distributions from such plans and annuities in the form of a life and life
expectancy annuity (individual or joint), an annuity with a designated period of
10 years or more, or any distribution required by the minimum distribution
requirements of Code Section 401(a)(9). Withholding on these latter types of
distribution will continue to be made under the rules described in the prior
paragraph. A participant cannot elect out of the 20% withholding requirement.
However, if an eligible rollover distribution is rolled over into an eligible
retirement plan or IRA in the case of a 401 plan or to another eligible contract
in the case of a 403(b) plan in a direct trustee-to-trustee transfer, no
withholding will be required.

Payees are required by law to provide Security First Life (as payor) with their
correct taxpayer identification number ("TIN"). If the payee is an individual,
the TIN is the same as his or her social security number. If the payee elects
not to have federal income tax withheld on an Annuity Payment or a nonperiodic
distribution and a correct TIN has not been provided, such election is
ineffective, and such payment will be subject to withholding as noted above.

OBTAINING TAX ADVICE

It should be recognized that the federal income tax information in the
prospectus and this Statement of Additional Information is not exhaustive and is
for information purposes only. The discussions do not purport to cover all
situations involving the purchase of an annuity or the election of an option
under the Contract. Tax results may vary depending upon individual situations
and special rules may apply in certain cases. State and local tax results may
also vary. For these reasons a qualified tax adviser should be consulted.

UNDERWRITERS, DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold as a continuous offering by individuals who are
appropriately licensed as insurance agents of Security First Life for the sale
of life insurance and Variable Annuity Contracts in the state where the sale is
made. In addition, these individuals will be registered representatives of the
principal underwriter, Security First Financial, Inc., or of other
broker-dealers registered under the Securities Exchange Act of 1934 whose
registered representatives are authorized by applicable law to sell Variable
Annuity Contracts issued by Security First Life. Commissions on sales of
contracts range from 0% to 8.5%. Agents are paid from the General Account of
Security First Life. Such commissions bear no direct relationship to any of the
charges under the Contracts. It is expected that the Contracts will be sold in
49 states and the District of Columbia. No direct underwriting commissions are
paid to Security First Financial, Inc.

CALCULATION OF PERFORMANCE DATA

a. Money Market Portfolio. The yield of the Money Market Portfolio of the
Separate Account for the seven day period ended December 31, 1998 was ___%. This
yield was computed by determining the net change, exclusive of capital changes
and income other than investment income, in the value of a hypothetical
pre-existing account having a balance of one
    



                                       6

<PAGE>   91

   
Accumulation Unit of the Series at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from account values, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and multiplying the base period return by (365/7)
with the resulting yield figure carried to a least the nearest hundredth of one
percent.

The effective yield of the Money Market Portfolio of the Separate Account for
the seven day period ended December 31, 1997 was ____%. This effective yield was
computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Series at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from account values, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting
1 from the result, according to the following formula:

     EFFECTIVE YIELD = (BASE PERIOD RETURN + 1)(365/7) - 1.

 b. Other Series. The average annual total return as of December 31, 1998 of the
other Series in the Separate Accountare as follows:

<TABLE>
<CAPTION>

                             Average Annual Total Returns
                             ----------------------------
                                    1 year   3 years  5 years  10 years  Inception
                                    ------   -------  -------  --------  ---------
                                                                         to Date
                                                                         -------
<S>                          <C>    <C>      <C>      <C>      <C>      <C>
 Growth Portfolio

 Overseas Portfolio

 Asset Manager Portfolio

 Index 500 Portfolio

 Bond Series

 T. Rowe Price Growth and
 Income Series

 Equity-Income Portfolio

 Contrafund Portfolio

 U.S. Govt. Income Series

 Small Capitalization
 Portfolio
</TABLE>


Average annual total return was computed by finding the average annual
compounded rates of return over the 1, 3, 5, and 10 year periods that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

                             P(1+T)(n) = ERV
    



                                       7

<PAGE>   92

   
Where:

     P     =     a hypothetical initial payment of $1,000
     T     =     average annual total return
     n     =     number of years
     ERV   =     ending redeemable value of a hypothetical $1,000 payment made
                 at the beginning of the 1, 5, or 10 year periods (or fractional
                 portion thereof).

The computation of average annual total returns does take into consideration
recurring charges and any non-recurring charges applicable to a Contract which
is surrendered in full at the end of the stated holding period.

The Bond Series was reimbursed for excess expenses from inception to July 1985,
and repaid Security First for such reimbursements from August 1985 to July 1993.
Likewise, certain expenses of Virtus U.S. Government Income Series and Index 500
Portfolio have been reimbursed by their investment advisers. Reimbursement of
expenses to a series increases average annual total returns, and repayment of
such reimbursements reduces these returns.

VOTING RIGHTS

Unless otherwise restricted by the plan under which a Contract is issued each
Owner will have the right to instruct Security First Life with respect to voting
the Fund Shares which are the assets underlying the Owner's interest in the
Separate Account, at all regular and special shareholders meetings. An
Annuitant's voting power with respect to Fund shares held by the Separate
Account declines during the time the Annuitant is receiving a Variable Annuity
based on the investment performance of the Separate Account, because amounts
attributable to the Annuitant's interest are being transferred annually to the
General Account to provide the variable payments.

SAFEKEEPING OF SECURITIES

Custody of all assets of the Separate Account are held by Security First Life.
The assets of each Separate Account Series will be kept physically segregated by
Security First Life and held separate from the assets of any other firm, person,
or corporation. Additional protection for the assets of the Separate Account is
afforded by fidelity bonds covering all of Security First Life's officers and
employees.

SERVICING AGENT

An administrative services agreement has been entered into between Security
First Life and SFG under which the latter has agreed to perform certain of the
administrative services relating to the Contracts and for the Separate Account.
SFG performs substantially all of the recordkeeping and administrative services
for the Separate Account. Security First Life has not paid fees to SFG for these
services.

INDEPENDENT AUDITORS

The consolidated financial statements of Security First Life Insurance Company
at December 31, 1998 and the financial statements of Security First Life
Separate Account A were audited by Deloitte & Touche, independent auditors, as
set forth in their reports thereon appearing elsewhere
    



                                       8

<PAGE>   93

   
herein, and are included in reliance upon such reports given on their authority
of such firm as experts in accounts and auditing. The consolidated financial
statements of Security First Life Insurance Company at December 31, 1997 and
1996 and the 1997 and 1996 financial statements of Security First Life Separate
Account A were audited by Ernst & Young, LLP, independent auditors, as set forth
in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given on their authority of such firm as experts in
accounts and auditing.

LEGAL MATTERS

Legal matters concerning federal securities laws applicable to the issue and
sale of the Contracts have been passed upon by Sullivan & Worcester LLP, 1025
Connecticut Avenue, N.W., Washington D.C. 20036. Prior to January 31, 1998, such
legal matters were passed upon by Routier and Johnson, P.C., 1700 K Street,
N.W., Suite 1003, Washington, D.C. 20006.




REGULATION OF SECURITY FIRST LIFE

 Security First Life is subject to the laws of the state of Delaware governing
insurance companies and to regulation by the Delaware Commissioner of Insurance.
An annual statement, in a prescribed form, is filed with the Commissioner on or
before March 1 each year covering the operations of Security First Life for the
preceding year and its financial condition on December 31 of such year. Security
First Life's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is usually conducted by the National Association of Insurance
Commissioners at least once in every three years. Security First Life was last
examined as of December 31, 1993. While Delaware insurance law prescribes
permissible investments for Security First Life, it does not prescribe
permissible investments for the Separate Account, nor does it involve
supervision of the investment management or policy of Security First Life.

In addition, Security First Life is subject to the insurance laws and
regulations of other jurisdictions in which it is licensed to operate. State
insurance laws generally provide regulations for the licensing of insurers and
their agents, govern the financial affairs of insurers, require approval of
policy forms, impose reserve requirements and require filing of an annual
statement. Generally, the insurance departments of these other jurisdictions
apply the laws of Delaware in determining permissible investments for Security
First Life.

FINANCIAL STATEMENTS

The financial statements of Security First Life contained herein should be
considered only for the purposes the of informing investors as to its ability to
carry out the contractual obligations as depositor under the Annuity Contracts
and as custodian as described elsewhere herein and in the Prospectus. The
financial statements of the Separate Account are also included in this Statement
of Additional Information.
    


                                      9


<PAGE>   94


   
                                                        '33 Act File No. 33-7094



                                  STATEMENT OF

                             ADDITIONAL INFORMATION



                     SECURITY FIRST LIFE SEPARATE ACCOUNT A



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

             INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

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



                      SECURITY FIRST LIFE INSURANCE COMPANY


                                   MAY 1, 1999





This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus. A copy of the prospectus, dated May 1, 1999,
may be obtained without charge by writing to Security First Life Insurance
Company, P.O. Box 92193, Los Angeles, California 90009 or by telephoning 1 (800)
284-4536.
    


SF 135 - R2V
<PAGE>   95




   
                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
The Insurance Company                                                          3

The Separate Account                                                           3

Net Investment Factor                                                          3

Annuity Payments                                                               3

Additional Federal Income Tax Information                                      5

Obtaining Tax Advice                                                           6

Underwriters, Distribution of the Contracts                                    6

Calculation of Performance Data                                                6

Voting Rights                                                                  8

Safekeeping of Securities                                                      8

Servicing Agent                                                                8

Independent Auditors                                                           8

Legal Matters                                                                  8

State Regulation of Security First Life                                        9

Financial Statements                                                           9
</TABLE>
    





                                       2

<PAGE>   96


   
THE INSURANCE COMPANY

Security First Life Insurance Company ("Security First Life") is a wholly owned
subsidiary of Security First Group, Inc. ("SFG"). Security First Group, Inc.
("SFG"), the parent of Security First Life, is a wholly-owned subsidiary of
Metropolitan Life Insurance Company ("MetLife"), a New York mutual life
insurance company. MetLife, with assets of $___ billion at June 30, 1998, is the
second largest life insurance company in the United States in terms of total
assets. As a mutual life insurance company, MetLife has no shareholders.
However, MetLife announced in November 1998 its intention to convert to a stock
company. The "demutualization" plan will be subject to approval of the board of
Directors, the state of New York Insurance Department and policyholders. As of
May 1, 1999, MetLife does not know the details of the plan or when or if it will
take place.

THE SEPARATE ACCOUNT

The Security First Life Separate Account A ("Separate Account") presently funds
the Contracts described in this Prospectus and individual and group variable
annuity contracts on Forms SF135R2V, SF 224FL, SF 226R1, SF 230, SF 234 and SF
236. These variable annuity contracts are described in other prospectuses. The
individual combination fixed and variable annuity contracts ("Contracts")
described in this Statement of Additional Information and related prospectuses
are distinct contracts from the above described group variable annuity
contracts.

Amounts allocated to the Separate Account under the Contracts are invested in
the securities of twelve Funds: (i) the Barr Rosenberg Market Neutral Fund of 
the Barr Rosenberg Series Trust; (ii) the International VIP Portfolio for the 
Hotchkis & Wiley Variable Trust; (iii) the LEVCO Equity Fund of the LEVCO 
Series Trust; (iv) the Growth Portfolio of the Navellier Variable Insurance 
Series; (v) the High Yield Fund and Total Return Fund of the Offitbank Variable 
Insurance Fund, Inc.; (vi) the Oppenheimer Money Fund of the Oppenheimer 
Variable Account Funds; (vii) the Capital Appreciation Portfolio of the PIMCO 
Variable Insurance Trust; and (viii) the Royce Capital Appreciation Portfolio 
of the Royce Capital Fund.

NET INVESTMENT FACTOR

The Separate Account net investment factor is an index of the percentage change
(adjusted for distributions by the Fund and the deduction of the actuarial risk
fee) in the net asset value of each Fund in which the Series in invested, since
the preceding Business Day. The Separate Account net investment factor for each
Series of Accumulation Units is determined for any Business Day by dividing (i)
the net asset value of a share of the Fund which is represented by such Series
at the close of business on such day, plus the per share amount of any
distributions made by such Fund on such day by (ii) the net asset value of a
share of such Fund determined as of the close of business on the preceding
Business Day and then subtracting from the result the daily factors for
administration fees, mortality and expense risks (.003836%) for each calendar
day between the preceding Business Day and the end of the current Business Day.

ANNUITY PAYMENTS

Basis of Variable Benefits

The Variable Annuity benefits rates used in determining Annuity Payments under
the Contracts are based on actuarial assumptions, reflected in tables in the
Contracts, as to the expected 
    



                                       3

<PAGE>   97



   
mortality and adjusted age and the form of Annuity selected. The mortality basis
for these tables is Security First Life's Modified Select Annuity Mortality
Table, projected to the year 2000 on Projection Scale C, with interest at 4.25%
for all functions involving life contingencies and the portion of any period
certain beyond 10 years, and 3.25% for the first 10 years of any certain period.
Adjusted age in those tables means actual age to the nearest birthday at the
time the first payment is due, adjusted according to the following table:

<TABLE>
<CAPTION>
         CALENDAR YEAR OF BIRTH          ADJUSTED AGE IS
         ----------------------          ---------------
<S>                                      <C>
               Before 1916                  Actual Age
               1916 - 1935              Actual Age Minus 1
               1936 - 1955              Actual Age Minus 2
               1956 - 1975              Actual Age Minus 3
               1976 - 1995              Actual Age Minus 4
</TABLE>


Determination of Amount of Monthly Variable Annuity Payments For First Year

The Separate Account value used to establish the monthly Variable Annuity
Payment for the first year consists of the value of Accumulation Units of each
Series of the Separate Account credited to a Contract Owner on the last day of
the second calendar week before the Annuity Date. The Contracts contain tables
showing monthly payment factors and Annuity premium rates per $1,000 of Separate
Account value to be applied under Options 1 through 4.

At the beginning of the first payment year an amount is transferred from the
Separate Account to the General Account and level monthly Annuity Payments for
the year are made out of the General Account for that year. That amount to be
transferred is determined by multiplying the Annuity premium rate per $1,000 set
forth in Contract tables by the number of thousands of dollars of Separate
Account value credited to a Contract Owner. The level monthly payment for the
first payment year is then determined by multiplying the amount transferred (the
Annuity premium) by the monthly payment factor in the same table. In the event
the Contract involved has Separate Account Accumulation Units in more than one
Series, the total monthly Annuity Payment for the first year is the sum of the
monthly Annuity Payments, determined in the same manner as above, for each
Series.

At the time the first year's monthly payments are determined, a number of
Annuity Units for each Separate Account Series is also established for the
Annuitant by dividing the monthly payment derived from that Series for the first
year by the Separate Account Annuity Unit values for the Series on the last
Business Day of the second calendar week before the first Annuity Payment is
due. The number of Annuity Units remains fixed during the Annuity period unless
Annuity Units are converted to another Series.

Determination of Amount of Monthly Variable Annuity Payments for Second and
Subsequent Years

As of each anniversary of the Annuity Date, Security First Life will determine
the amount of the monthly Variable Annuity Payments for the year then beginning.
Separate determinations will be made for each Separate Account Payments for the
year then beginning. Separate determinations will be made for each Separate
Account Series in which the Annuitant has Annuity Units, with the total Annuity
Payment being the sum of the payments derived from the Series. The amount of
monthly payments for any Separate Account Series for any year after the first
will be determined by multiplying the number of Annuity Units for that Series by
the Annuity Unit value for that Series for the Valuation Period in which the
first payment for the 
    



                                       4

<PAGE>   98


   
year is due. It will be Security First Life's practice to mail Variable Annuity
Payments no later than seven days after the last day of the Valuation Period
upon which they are based or the monthly anniversary thereof.

The objective of a Variable Annuity contract is to provide level payments during
periods when the economy is relatively stable and to reflect as increased
payments only the excess of investment results flowing from inflation or an
increase in productivity. The achievement of this objective will depend in part
upon the validity of the assumption that the net investment return of the
Separate Account equals the Assumed Investment Return during periods of stable
prices. Subsequent years' payments will be smaller than, equal to or greater
than the first year's payments depending on whether the actual net investment
return for the Separate Account is smaller than equal to or greater than the
Assumed Investment Return.

Annuity Unit Value

The initial value of an Annuity Unit is $5 for each Series for the first
Valuation Period as of which the first Variable Annuity Payment from such Series
is made. The value of an Annuity Unit for each Series on any later date is
determined by multiplying the value of an Annuity Unit at the end of the
preceding Valuation Period by the "Annuity change factor" for the second
preceding Valuation Period. The Annuity change factor is an adjusted measurement
of the investment performance of the Fund since the end of the preceding
Valuation Period. The Annuity change factor is determined by dividing the value
of an Accumulation Unit at the end of the Valuation Period by the value of an
Accumulation Unit at the end of the preceding Valuation Period and multiplying
the result by a neutralization factor.

Variable Annuity Payments for each year after the first reflect variations in
the investment performance of the Separate Account above and below an Assumed
Investment Return. This assumed investment rate is included for purposes of
actuarial computations and does not relate to the actual investment performance
of the underlying Fund. Therefore, the Assumed Investment Return must be
"neutralized" in computing the Annuity change factor. For weekly Valuation
Periods and a 4.25% Assumed Investment Return, the neutralization factor is
0.9991999.

ADDITIONAL FEDERAL INCOME TAX INFORMATION

Security First Life is required to withhold federal income tax on Contract
distributions (such as Annuity Payments, lump sum distributions or partial
surrenders). However, recipients of Contract distributions are allowed to make
an election not to have federal income tax withheld. After such election is made
with respect to Annuity Payments, an Annuitant may revoke the election at any
time, and thereafter commence withholding. In such a case, Security First Life
will notify the payee at least annually of his or her right to change such
election.

The withholding rate followed by Security First Life will be applied only
against the taxable portion of Contract distributions. Federal tax will be
withheld from Annuity Payments pursuant to the recipient's withholding
certificate. If no withholding certificate is filed with Security First Life,
federal tax will be withheld from Annuity Payments on the basis that the payee
is married with three withholding exemptions. Federal tax on the taxable portion
of a partial or total surrender (i.e., non-periodic distribution) generally will
be withheld at a flat 10% rate. In the case of a plan qualified under Sections
401(a) or 403(a) of the Code, if the balance to the credit of a participant in a
plan is distributed within one taxable year to the recipient ("total
distribution"), the amount of withholding will approximate the federal income
tax on a lump sum distribution. If a total distribution is made from such a plan
or a tax-sheltered annuity on account of the participant's death, the amount of
withholding will reflect the exclusion from federal 
    



                                       5

<PAGE>   99


   
income tax for employer-provided death benefits.

Security First Life is required to withhold 20% of certain taxable amounts
constituting "eligible rollover distributions" to participants (including lump
sum distributions) in retirement plans under Code Section 401 and tax deferred
annuities under Code Section 403(b). This withholding requirement does not apply
to distributions from such plans and annuities in the form of a life and life
expectancy annuity (individual or joint), an annuity with a designated period of
10 years or more, or any distribution required by the minimum distribution
requirements of Code Section 401(a)(9). Withholding on these latter types of
distribution will continue to be made under the rules described in the prior
paragraph. A participant cannot elect out of the 20% withholding requirement.
However, if an eligible rollover distribution is rolled over into an eligible
retirement plan or IRA in the case of a 401 plan or to another eligible contract
in the case of a 403(b) plan in a direct trustee-to-trustee transfer, no
withholding will be required.

Payees are required by law to provide Security First Life (as payor) with their
correct taxpayer identification number ("TIN"). If the payee is an individual,
the TIN is the same as his or her social security number. If the payee elects
not to have federal income tax withheld on an Annuity Payment or a nonperiodic
distribution and a correct TIN has not been provided, such election is
ineffective, and such payment will be subject to withholding as noted above.

OBTAINING TAX ADVICE

It should be recognized that the federal income tax information in the
prospectus and this Statement of Additional Information is not exhaustive and is
for information purposes only. The discussions do not purport to cover all
situations involving the purchase of an annuity or the election of an option
under the Contract. Tax results may vary depending upon individual situations
and special rules may apply in certain cases. State and local tax results may
also vary. For these reasons a qualified tax adviser should be consulted.

UNDERWRITERS, DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold as a continuous offering by individuals who are
appropriately licensed as insurance agents of Security First Life for the sale
of life insurance and Variable Annuity Contracts in the state where the sale is
made. In addition, these individuals will be registered representatives of the
principal underwriter, Security First Financial, Inc., or of other
broker-dealers registered under the Securities Exchange Act of 1934 whose
registered representatives are authorized by applicable law to sell Variable
Annuity Contracts issued by Security First Life. Commissions on sales of
contracts range from 0% to 8.5%. Agents are paid from the General Account of
Security First Life. Such commissions bear no direct relationship to any of the
charges under the Contracts. It is expected that the Contracts will be sold in
49 states and the District of Columbia. No direct underwriting commissions are
paid to Security First Financial, Inc.

CALCULATION OF PERFORMANCE DATA
    



                                       6


<PAGE>   100



   
a. Money Market Portfolio. The yield of the Money Market Portfolio of the
Separate Account for the seven day period ended December 31, 1998 was ___%. This
yield was computed by determining the net change, exclusive of capital changes
and income other than investment income, in the value of a hypothetical
pre-existing account having a balance of one Accumulation Unit of the Series at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from account values, and dividing the difference by the value of the
account at the beginning of the base period to obtain the base period return,
and multiplying the base period return by (365/7) with the resulting yield
figure carried to a least the nearest hundredth of one percent.

The effective yield of the Money Market Portfolio of the Separate Account for
the seven day period ended December 31, 1997 was ____%. This effective yield was
computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Series at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from account values, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting
1 from the result, according to the following formula:

        EFFECTIVE YIELD = (BASE PERIOD RETURN + 1)365/7 - 1.

b. Other Series. The average annual total return as of December 31, 1998 of the
other Series in the Separate Accountare as follows:


    

                          Average Annual Total Returns
   

<TABLE>
<CAPTION>
                                                                                    Inception
                                    1 year     3 years     5 years     10 years      to Date
                                    ------     -------     -------     --------     ---------
<S>                                 <C>        <C>         <C>         <C>          <C>
       B/R Market Neutral Fund
       H/W International VIP
        Portfolio
       LEVCO Equity Value Fund
       Navellier Growth 
        Portfolio
       OFFITBANK High Yield 
        Fund
       OFFITBANK Total Return 
        Fund
       Royce Total Return 
        Portfolio
</TABLE>
    

   

Average annual total return was computed by finding the average annual
compounded rates of return over the 1, 3, 5, and 10 year periods that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

                             P(1+T)n = ERV

Where:

     P     =     a hypothetical initial payment of $1,000
     T     =     average annual total return
     n     =     number of years
     ERV   =     ending redeemable value of a hypothetical $1,000 payment 
                 made at the beginning of the 1, 5, or 10 year periods
                (or fractional portion thereof).

The computation of average annual total returns does take into consideration
recurring charges and any non-recurring charges applicable to a Contract which
is surrendered in full at the end of the stated holding period.

The Bond Series was reimbursed for excess expenses from inception to July 1985,
and repaid Security First for such reimbursements from August 1985 to July 1993.
Likewise, certain expenses of Virtus U.S. Government Income Series and Index 500
Portfolio have been reimbursed by their investment advisers. Reimbursement of
expenses to a series increases average annual total returns, and repayment of
such reimbursements reduces these returns.

VOTING RIGHTS

Unless otherwise restricted by the plan under which a Contract is issued each
Owner will have the right to instruct Security First Life with respect to voting
the Fund Shares which are the assets underlying the Owner's interest in the
Separate Account, at all regular and special shareholders meetings. An
Annuitant's voting power with respect to Fund shares held by the Separate
Account declines during the time the Annuitant is receiving a Variable Annuity
based on the investment performance of the Separate Account, because amounts
attributable to the Annuitant's interest are being transferred annually to the
General Account to provide the variable payments.

SAFEKEEPING OF SECURITIES

Custody of all assets of the Separate Account are held by Security First Life.
The assets of each Separate Account Series will be kept physically segregated by
Security First Life and held 
    



                                       7

<PAGE>   101


   
separate from the assets of any other firm, person, or corporation. Additional
protection for the assets of the Separate Account is afforded by fidelity bonds
covering all of Security First Life's officers and employees.

SERVICING AGENT

An administrative services agreement has been entered into between Security
First Life and SFG under which the latter has agreed to perform certain of the
administrative services relating to the Contracts and for the Separate Account.
SFG performs substantially all of the recordkeeping and administrative services
for the Separate Account. Security First Life has not paid fees to SFG for these
services.

INDEPENDENT AUDITORS

The consolidated financial statements of Security First Life Insurance Company
at December 31, 1998 and the financial statements of Security First Life
Separate Account A were audited by Deloitte & Touche, independent auditors, as
set forth in their reports thereon appearing elsewhere herein, and are included
in reliance upon such reports given on their authority of such firm as experts
in accounts and auditing. The consolidated financial statements of Security
First Life Insurance Company at December 31, 1997 and 1996 and the 1997 and 1996
financial statements of Security First Life Separate Account A were audited by
Ernst & Young, LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere herein, and are included in reliance upon such reports given
on their authority of such firm as experts in accounts and auditing.

LEGAL MATTERS

Legal matters concerning federal securities laws applicable to the issue and
sale of the Contracts have been passed upon by Sullivan & Worcester LLP, 1025
Connecticut Avenue, N.W., Washington D.C. 20036. Prior to January 31, 1998, such
legal matters were passed upon by Routier and Johnson, P.C., 1700 K Street,
N.W., Suite 1003, Washington, D.C. 20006.


REGULATION OF SECURITY FIRST LIFE

Security First Life is subject to the laws of the state of Delaware governing
insurance companies and to regulation by the Delaware Commissioner of Insurance.
An annual statement, in a prescribed form, is filed with the Commissioner on or
before March 1 each year covering the operations of Security First Life for the
preceding year and its financial condition on December 31 of such year. Security
First Life's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is usually conducted by the National Association of Insurance
Commissioners at least once in every three years. Security First Life was last
examined as of December 31, 1993. While Delaware insurance law prescribes
permissible investments for Security First Life, it does not prescribe
permissible investments for the Separate Account, nor does it involve
supervision of the 
    



                                       8

<PAGE>   102


   
investment management or policy of Security First Life.

In addition, Security First Life is subject to the insurance laws and
regulations of other jurisdictions in which it is licensed to operate. State
insurance laws generally provide regulations for the licensing of insurers and
their agents, govern the financial affairs of insurers, require approval of
policy forms, impose reserve requirements and require filing of an annual
statement. Generally, the insurance departments of these other jurisdictions
apply the laws of Delaware in determining permissible investments for Security
First Life.

FINANCIAL STATEMENTS

The financial statements of Security First Life contained herein should be
considered only for the purposes the of informing investors as to its ability to
carry out the contractual obligations as depositor under the Annuity Contracts
and as custodian as described elsewhere herein and in the Prospectus. The
financial statements of the Separate Account are also included in this Statement
of Additional Information.
    


                                       9

<PAGE>   103

                                     PART C
                                OTHER INFORMATION

Item 24.    Financial Statements and Exhibits

        (a) Financial Statements contained herein

               (1) Security First Life Separate Account A

                      Part A - Condensed Financial Information
                      Part B - Statement of Assets and Liabilities, Statement of
                               Operations, Statement of Changes in Net Assets,
                               Statement of Investments

               (2) Security First Life Insurance Company

                      Part B - Depositor's financial statements with notes


        (b) Exhibits

   
                      (10) Consent of Independent Auditors 
                      (13) Organizational Chart
    

All previously filed Exhibits to Security First Life Separate Account A
registration statement and all post-effective amendments thereto are
specifically incorporated herein by reference.

Item 25.    Directors and Officers of the Depositor

The officers and directors of Security First Life Insurance Company are listed
below. Their principal business address is 11365 West Olympic Boulevard, Los
Angeles, California 90064.

   
<TABLE>
<CAPTION>
Name                           Position and Offices with Depositor
- ----                           -----------------------------------
<S>                            <C>
David A. Levene                Chairman of the Board and Director
John K. Bruins                 Director
Steven T. Cates                Director
Terence Lennon                 Director
Gail A. Praslick               Director
Joseph A. Reali                Director
Anthony J. Williamson          Director
Richard C. Pearson             Director, President and General Counsel
Howard H. Kayton               Executive Vice President and Chief Actuary
Brian J. Finneran              Senior Vice President
Jane F. Eagle                  Senior Vice President and Chief
                               Financial Officer
Peter R. Jones                 Senior Vice President
Cheryl M. MacGregor            Senior Vice President
Alex H. Masson                 Senior Vice President
Anthony J. Williamson          Senior Vice President, Chief Investment Officer
</TABLE>
    


<PAGE>   104


   
<TABLE>
<CAPTION>
Name                           Position and Offices with Depositor
- ----                           -----------------------------------
<S>                            <C>
George R. Bateman              Vice President
James C. Turner                Vice President
Leo Brown                      Assistant Vice President
Steven J. Brash                Assistant Vice President
Ronald Mare                    Assistant Vice President
Cheryl J. Finney               Associate General Counsel, Vice
                               President, and Assistant Secretary
Patrizia DiMolfetta            Controller
James Bossert                  Assistant Controller
George J. Olah                 Treasurer
Louis Ragusa                   Secretary
Richard G. Mandel              Assistant Secretary
Eugene A. Capobianco           Assistant Vice President
Joseph A. Zdeb                 Assistant Vice President
Thomas V. Reedy                Assistant Vice President
Ataollah Azarshahi             Assistant Vice President
Harold B. Leff                 Assistant Vice President
Robert E. Dehais               Assistant Vice President
</TABLE>
    




Item 26.    Persons Controlled by or under Common Control with
            Depositor of Registrant

The Registrant is a Separate Account of Security First Life Insurance Company
("depositor"). For a complete listing and diagram of all persons directly or
indirectly controlled by or under common control with the depositor, see Exhibit
13.

Item 27.    Number of Contract Owners

   
As of __________, 1999 there were ____________ owners of the Contracts which are
the subject of this post-effective amendment.
    

Item 28.    Indemnification

None

Item 29.    Principal Underwriters

Security First Financial, Inc. is the principal underwriter for Security First
Life Separate Account A.

The following are the directors and officers of Security First Financial, Inc.
Their principal business address is 11365 West Olympic Boulevard, Los Angeles,
California 90064.

   
<TABLE>
<CAPTION>
Name                              Position with Underwriter
- ----                              -------------------------
<S>                               <C>
Richard C. Pearson                Director, President, and General Counsel
Jane Frances Eagle                Director, Senior Vice President, Treasurer, 
                                  and Chief Financial Officer
Brian J. Finneran                 Senior Vice President
Peter R. Jones                    Senior Vice President
</TABLE>
    


<PAGE>   105



   
<TABLE>
<CAPTION>
Name                              Position with Underwriter
- ----                              -------------------------
<S>                               <C>
Howard H. Kayton                  Senior Vice President and Chief Actuary
James C. Turner                   Vice President and Assistant Secretary
Cheryl J. Finney                  Vice President and Assistant Secretary
*Gary Virnick                     Director of Compliance
</TABLE>
    

* not an officer


<PAGE>   106




<TABLE>
<CAPTION>
                    Net
                    Underwriting      Compensation on
Name of Principal   Discount and      Redemption or     Brokerage
Underwriter         Commissions*      Annuitization     Commission        Compensation
- -----------         ------------      -------------     ----------        ------------
<S>                 <C>               <C>               <C>               <C>
Security First      None              None              None              None
Financial, Inc.
</TABLE>

*Fee paid by Security First Life Insurance Company for serving as underwriter.

Item 30.    Location of Accounts and Records

Security First Financial, Inc., underwriter for the registrant, is located at
11365 West Olympic Boulevard, Los Angeles, California 90064. It maintains those
accounts and records required to be maintained by it pursuant to Section 31(a)
of the Investment Company Act of 1940 and the rules promulgated thereunder.

Security First Life Insurance Company, the depositor for the registrant, is
located at 11365 West Olympic Boulevard, Los Angeles, California 90064. It
maintains those accounts and records required to be maintained by it pursuant to
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder and as custodian for the Registrant.

Security First Group, Inc. is located at 11365 West Olympic Boulevard, Los
Angeles, California 90064. It performs substantially all of the recordkeeping
and administrative services in connection with the Registrant.


Item 31.    Management Services

Not applicable.

Item 32.    Undertakings

Registrant makes the following undertakings:

   
Security First Life represents that the fees and charges deducted under the
Contracts described herein this registration statement are, in the aggregate,
reasonable in relation to the services rendered, the expenses expected to be
incurred and the risks assumed by Security First Life.
    




<PAGE>   107
                                   SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company Act of 
1940, the Registrant certifies that it has duly caused this amended 
Registration Statement to be signed on its behalf in the City of Los Angeles 
and State of California on this 1st day of March, 1999.
    


                                        SECURITY FIRST LIFE SEPARATE ACCOUNT A
                                             (Registrant)
                                        
                                        By SECURITY FIRST LIFE INSURANCE COMPANY
                                             (Sponsor)
                                        

                                        By   /s/ RICHARD C. PEARSON
                                           ------------------------------------
                                            Richard C. Pearson, President



As required by the Securities Act of 1933, this amended Registration Statement 
has been signed below by the following persons in the capacities and on the 
dates indicated:

   
<TABLE>
<CAPTION>
Signature                          Title                            Date
- ---------                          -----                            ----
<S>                                <C>                              <C>
/s/ Richard C. Pearson             President, General Counsel,      March 1, 1999
- ------------------------------     & Director
Richard C. Pearson, President

/s/ Jane F. Eagle                  Senior Vice President &          March 1, 1999
- ------------------------------     Chief Financial Officer
Jane F. Eagle

David F. Levene*                   Director and                     March 1, 1999
- ------------------------------     Chairman of the Board
David F. Levene


John K. Bruins*                    Director                         March 1, 1999
- ------------------------------         
John K. Bruins


Steven T. Cates*                   Director                         March 1, 1999
- ------------------------------         
Steven T. Cates


                                   Director                         _______, 1999
- ------------------------------         
Joseph J. Jordan
</TABLE>
    





<PAGE>   108
   
<TABLE>
<CAPTION>
Signature                          Title                            Date
- ---------                          -----                            ----
<S>                                <C>                              <C>
Terence I. Lennon*                 Director                         March 1, 1999
- ----------------------------           
Terence I. Lennon


Gail A. Praslick*                  Director                         March 1, 1999
- ----------------------------           
Gail A. Praslick


Joseph A. Reali*                   Director                         March 1, 1999
- ----------------------------           
Joseph A. Reali


Anthony J. Williamson*             Director                         March 1, 1999
- ----------------------------           
Anthony J. Williamson


/s/ Richard C. Pearson
- ----------------------------
*(Richard C. Pearson as
Attorney-in-Fact for each
of the persons indicated)
</TABLE>
    






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