SAFECO RESOURCE VARIABLE ACCOUNT B
485BPOS, 1998-04-30
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<PAGE>


                                                     FILE NOS. 33-06546/811-4716
                                                     
                          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.  16                      [X]
                                                 -----

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [ ]
                              Amendment No.   24                          [X]
                                            -----
                          (Check appropriate box or boxes.)

                          SAFECO RESOURCE VARIABLE ACCOUNT B
                          ----------------------------------
                              (Exact Name of Registrant)

                            SAFECO Life Insurance Company
                            -----------------------------
                                 (Name of Depositor)

           15411 N.E. 51st Street, Redmond, Washington               98052
          ------------------------------------------------         --------
          (Address of Depositor's Principal Executive Offices)    (Zip Code)

           Depositor's Telephone Number, including Area Code (425) 867-8000
                                                            ---------------

                        Name and Address of Agent for Service
                        -------------------------------------
                              WILLIAM E. CRAWFORD, ESQ.
                                15411 N.E. 51st Street
                              Redmond, Washington  98052
                                    (425) 867-8257



Approximate date of Proposed Public Offering . . .  . As Soon as Practicable
                                                      after Effective Date

It is proposed that this filing will become effective:
               immediately upon filing pursuant to paragraph (b) of Rule 485
     -----
       X       on May 1, 1998 pursuant to paragraph (b) of Rule 485
     -----
               60 days after filing pursuant to paragraph (a)(1) of Rule 485
     -----
               on (date) pursuant to paragraph (a)(1) of Rule 485
     -----

If appropriate, check the following:
               this post-effective amendment designates a new effective date for
     -----     a previously filed post-effective amendment.

Registrant has declared that it has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940.  Registrant filed a Rule 24f-2 Notice for the
fiscal year ending December 31, 1997 on or about March 27, 1998.



                                         -2-
<PAGE>


                          SAFECO RESOURCE VARIABLE ACCOUNT B

                          REGISTRATION STATEMENT ON FORM N-4

                                CROSS REFERENCE SHEET

Item No.                                                                Location
- --------                                                                --------

                                        PART A
                                     
Item 1.     Cover Page . . . . . . . . . . . . . . . . . . .   Cover Page
Item 2.     Definitions. . . . . . . . . . . . . . . . . . .   Definitions
Item 3.     Synopsis or Highlights . . . . . . . . . . . . .   Expense Table; An
                                                               Introduction to
                                                               the Contracts
Item 4.     Condensed Financial Information. . . . . . . . .   Schedule of
                                                               Accumulation Unit
                                                               Values &
                                                               Accumulation
                                                               Units
                                                               Outstanding;
                                                               Performance
                                                               Information
Item 5.     General Description of Registrant, Depositor,
            and Portfolio Companies. . . . . . . . . . . . .   SAFECO; The
                                                               Separate Account;
                                                               SAFECO Resource
                                                               Series Trust;
                                                               Scudder Variable
                                                               Life Investment
                                                               Fund
Item 6.     Deductions and Expenses. . . . . . . . . . . . .   Charges and
                                                               Deductions;
                                                               Expense Table
Item 7.     General Description of Variable Annuity
            Contracts. . . . . . . . . . . . . . . . . . . .   Cover Page;
                                                               Rights
                                                               under the
                                                               Contract;
                                                               Purchasing a
                                                               Contract
Item 8.     Annuity Period . . . . . . . . . . . . . . . . .   Annuity
                                                               Provisions
Item 9.     Distribution Requirements. . . . . . . . . . . .   Distribution
                                                               Requirements
Item 10.    Purchases and Contract Value . . . . . . . . . .   Purchasing a
                                                               Contract;
                                                               Contract Value
Item 11.    Redemptions. . . . . . . . . . . . . . . . . . .   Withdrawals
Item 12.    Taxes. . . . . . . . . . . . . . . . . . . . . .   Taxes
Item 13.    Legal Proceedings. . . . . . . . . . . . . . . .   Legal Proceedings
Item 14.    Table of Contents of the Statement of
            Additional Information . . . . . . . . . . . . .   Table of Contents
                                                               of Statement of
                                                               Additional
                                                               Information


                                         -3-
<PAGE>

 Item No.                                                               Location
- ---------                                                               --------

                                        PART B
                                     

Item 15.    Cover Page . . . . . . . . . . . . . . . . . . .   Cover Page
Item 16.    Table of Contents. . . . . . . . . . . . . . . .   Table of Contents
Item 17.    General Information and History. . . . . . . . .   General
                                                               Information
Item 18.    Services . . . . . . . . . . . . . . . . . . . .   Not Applicable
Item 19.    Purchase of Securities Being Offered . . . . . .   Not Applicable
Item 20.    Underwriters . . . . . . . . . . . . . . . . . .   General
                                                               Information/
                                                               Distributor
Item 21.    Calculation of Performance Data. . . . . . . . .   Additional
                                                               Performance
                                                               Information
Item 22.    Annuity Payments . . . . . . . . . . . . . . . .   Annuity
                                                               Provisions
Item 23.    Financial Statements . . . . . . . . . . . . . .   Financial
                                                               Statements


                                        PART C
                                     

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.


                                         -4-

<PAGE>


                                        PART A

                                      PROSPECTUS


                                         -5-
<PAGE>
MAY 1, 1998                                        SAFECO LIFE INSURANCE COMPANY
 
- --------------------------------------------------------------------------------
 
                    GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED
                           VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                                      AND
                         SAFECO LIFE INSURANCE COMPANY
 
<TABLE>
<S>                                                   <C>
Home Office: Retirement Services Department     Annuity Service Office: Retirement Services Dept.
15411 N.E. 51st Street, Redmond, Washington 98052          P.O. Box 3882, Seattle, WA 98124-3882
                                             1-800-426-7649
</TABLE>
 
The Group Flexible Purchase Payment Deferred Variable Annuity Contracts (the
Contracts) described in this Prospectus provide for accumulation of Contract
Values and payment of monthly annuity payments on a variable basis. The
Contracts are designed for use in conjunction with retirement plans which
receive favorable tax treatment under Sections 401(k), 403(b) or 457 of the
Internal Revenue Code of 1986, as amended (Code) (see "Definitions").
 
Purchase Payments for the Contracts will be allocated to a segregated investment
account of SAFECO Life Insurance Company (SAFECO) which has been designated
SAFECO Resource Variable Account B (the Separate Account). The Separate Account
invests in shares of SAFECO Resource Series Trust (see SAFECO Resource Series
Trust) and in shares of Scudder Variable Life Investment Fund (see Scudder
Variable Life Investment Fund). SAFECO Resource Series Trust currently consists
of six Portfolios, five which are offered hereunder: the SAFECO Resource Equity,
Growth, Northwest, Bond and Money Market Portfolios. Scudder Variable Life
Investment Fund consists of five Portfolios, two of which are offered hereunder:
the Scudder Balanced Portfolio and the Scudder International Portfolio.
 
THE SAFECO RESOURCE GROWTH AND NORTHWEST SUB-ACCOUNTS ARE AVAILABLE TO ALL
PARTICIPANTS IN TAX SHELTERED ANNUITIES ESTABLISHED UNDER SECTION 403(b) OF THE
CODE AND DEFERRED COMPENSATION PLANS ESTABLISHED UNDER SECTION 457 OF THE CODE.
THE SAFECO RESOURCE GROWTH AND NORTHWEST SUB-ACCOUNTS ARE AVAILABLE TO
PARTICIPANTS IN CASH OR DEFERRED SAVINGS PLANS ESTABLISHED UNDER SECTION 401(k)
OF THE CODE, ONLY IF THE RESOURCE VARIABLE ACCOUNT B CONTRACT WAS PURCHASED ON
OR AFTER JANUARY 7, 1993. PARTICIPANTS IN 401(k) CASH OR DEFERRED SAVINGS PLANS
FOR WHICH THE EMPLOYER PURCHASED THE RESOURCE VARIABLE ACCOUNT B CONTRACT BEFORE
JANUARY 7, 1993 WERE ABLE TO MAKE PURCHASE PAYMENTS TO THE SAFECO RESOURCE
GROWTH AND NORTHWEST SUB-ACCOUNTS BEGINNING ON AND AFTER OCTOBER 1, 1993.
 
This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. Some of the discussions contained in this Prospectus will refer to the
more detailed description contained in the Statement of Additional Information
which is incorporated by reference in this Prospectus. For the Statement of
Additional Information, call l-800-426-7649 or write to the Annuity Service
Office address above.
 
THE CONTRACTS PROVIDE THAT A CONTINGENT DEFERRED SALES CHARGE WILL BE ASSESSED
AGAINST A WITHDRAWAL IF A PARTICIPANT WITHDRAWS ALL OR A PORTION OF THE
PARTICIPANT'S ACCUMULATION ACCOUNT VALUE WITHIN THE FIRST EIGHT CERTIFICATE
YEARS. WHILE THE CONTINGENT DEFERRED SALES CHARGE ASSESSES A PERCENTAGE OF THE
CURRENT VALUE OF A PARTICIPANT'S ACCUMULATION ACCOUNT ACCORDING TO THE STATED
SCHEDULE, THE TOTAL CONTINGENT DEFERRED SALES CHARGE COLLECTED BY SAFECO WILL
NOT EXCEED 8.5% OF THE PURCHASE PAYMENTS MADE BY A PARTICIPANT. SEE "CHARGES AND
DEDUCTIONS" FOR MORE INFORMATION.
 
A 10% PENALTY TAX MAY BE IMPOSED BY THE INTERNAL REVENUE SERVICE FOR PREMATURE
DISTRIBUTIONS. SEE "WITHDRAWAL" FOR MORE INFORMATION.
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
 
                                      -1-
<PAGE>
 THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
 This Prospectus and the Statement of Additional Information are dated May 1,
 1998.
 
 INQUIRIES: Any inquiries should be made by telephone to the Annuity Service
 Office, 1-800-426-7649 or to the representative from whom this Prospectus was
 obtained.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
 
DEFINITIONS...............................................................     4
 
AN INTRODUCTION TO THE CONTRACTS..........................................     6
 
EXPENSE TABLE.............................................................     7
 
SCHEDULE OF ACCUMULATION UNIT VALUES AND ACCUMULATION UNITS OUTSTANDING...    11
 
FINANCIAL STATEMENTS......................................................    12
 
PERFORMANCE INFORMATION...................................................    12
 
    All Sub-Accounts (Other than SAFECO Resource Money Market
     Sub-Account).........................................................    12
 
    SAFECO Resource Money Market Sub-Account..............................    12
 
    Rankings..............................................................    13
 
SAFECO....................................................................    13
 
THE SEPARATE ACCOUNT......................................................    13
 
    SAFECO Resource Equity Sub-Account....................................    14
 
    SAFECO Resource Growth Sub-Account....................................    14
 
    SAFECO Resource Northwest Sub-Account.................................    14
 
    SAFECO Resource Bond Sub-Account......................................    14
 
    SAFECO Resource Money Market Sub-Account..............................    15
 
    Scudder Balanced Sub-Account..........................................    15
 
    Scudder International Sub-Account.....................................    15
 
SAFECO RESOURCE SERIES TRUST..............................................    16
 
SCUDDER VARIABLE LIFE INVESTMENT FUND.....................................    16
 
VOTING RIGHTS.............................................................    16
 
SUBSTITUTION OF SECURITIES................................................    17
 
PURCHASING A CONTRACT.....................................................    17
 
    Application...........................................................    17
 
    Minimum Purchase Payments.............................................    17
 
    Transfers.............................................................    17
 
    Employee Terminated...................................................    18
 
    Allocation of Net Purchase Payments...................................    18
 
    Principal Underwriter.................................................    18
</TABLE>
 
                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
CHARGES AND DEDUCTIONS....................................................    19
 
    Deduction for Premium and Other Taxes.................................    19
 
    Deduction for Mortality and Expense Risk Premium......................    19
 
    Deduction for Contingent Deferred Sales Charge........................    19
 
    Examples..............................................................    20
 
    Reduction or Elimination of the Contingent Deferred Sales Charge......    21
 
    Other Expenses........................................................    21
 
    Deduction for Administration Charge...................................    21
 
    Deduction for Transfer Charge.........................................    22
 
RIGHTS UNDER THE CONTRACT.................................................    22
 
CONTRACT VALUE............................................................    23
 
ANNUITY PROVISIONS........................................................    23
 
    Selection of Settlement Options.......................................    23
 
    Commencement of Annuity Payments......................................    23
 
    Settlement Options....................................................    23
 
    Frequency and Amount of Annuity Payments..............................    24
 
    Failure to Select Settlement Option...................................    24
 
DISTRIBUTION REQUIREMENTS.................................................    25
 
    Death Benefit Guarantee...............................................    25
 
TAXES.....................................................................    26
 
    General...............................................................    26
 
    Qualified Plans.......................................................    26
 
    Multiple Contracts....................................................    27
 
    Income Tax Withholding................................................    27
 
WITHDRAWALS...............................................................    28
 
    Tax Treatment of Withdrawals..........................................    28
 
    Tax Sheltered Annuity Withdrawal Limitations..........................    28
 
    Withdrawal Amount.....................................................    29
 
    Texas Optional Retirement Program.....................................    29
 
LEGAL PROCEEDINGS.........................................................    29
 
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............    30
</TABLE>
 
                                      -3-
<PAGE>
                                  DEFINITIONS
 
ACCUMULATION UNIT - An accounting unit of measure used to calculate Contract
Values prior to the Annuity Date.
 
ADMINISTRATION CHARGE - The amount paid to compensate SAFECO for its expense in
administering the Contract.
 
ANNUITY DATE - The date on which annuity payments are to commence for the
Participant as specified in the Participant's Certificate.
 
ANNUITY PURCHASE AGREEMENT - An agreement between a Participant and Employer
under the terms of which Employer is authorized and agrees to make certain
Purchase Payments on a Participant's behalf to be applied toward the purchase of
an annuity contract for such Participant. Such agreement shall provide for the
purchase of annuity contracts which qualify for tax deferral under Sections
401(k), 403(b) or 457 of the Internal Revenue Code.
 
ANNUITY UNIT - An accounting unit of measure used to calculate annuity payments
after the Annuity Date.
 
APPLICATION FOR PARTICIPATION - The document by which an Employee applies to
participate under the Contract.
 
BENEFICIARY - The person(s) entitled to receive benefits under the Contract upon
the death of a Participant.
 
CERTIFICATE - The Allocated Group Variable Annuity Certificate issued to each
Participant which includes all provisions of the Contract and which evidences a
Participant's interest in the Contract.
 
CERTIFICATE ANNIVERSARY - The same day and month of the Effective Date of each
Certificate in subsequent years.
 
CERTIFICATE EFFECTIVE DATE - The earlier of the date the initial Purchase
Payment is invested for a specific Participant, or the Participant's Certificate
Year under SAFECO's Qualified Pension Annuity Series III, III Plus or IV. The
earlier date may only be used with the first purchase of a Certificate. For all
subsequent purchases of a Certificate by the Participant, the Certificate
Effective Date shall be the same as the Certificate Issue Date for that
Certificate.
 
CERTIFICATE ISSUE DATE - The date on which the initial Purchase Payment is
invested for a specific Participant and the Certificate is issued to the
Participant pursuant to the Contract.
 
CERTIFICATE YEAR - The twelve-month period which commences on the Effective Date
of each Certificate and, thereafter, from each Certificate Anniversary.
 
CONTRACT ISSUE DATE - The date the Contract is issued and stated as such on the
Contract Data page.
 
CONTRACT VALUE - The sum of the values of all Accumulation Units attributable to
the Contract.
 
EMPLOYEE - Any person presently or in the future employed by Employer.
 
NET INVESTMENT FACTOR - A factor used in the calculation of the Accumulation
Unit Value and the Annuity Unit Value.
 
NET PURCHASE PAYMENTS - Purchase Payments less premium taxes and applicable
Administration Charges.
 
PARTICIPANT - Any Employee of Employer who has executed an Application for
Participation which has been accepted by SAFECO.
 
PARTICIPANT'S ACCUMULATION ACCOUNT - The account established on behalf of each
Participant which reflects the Participant's interest in the Contract.
 
                                      -4-
<PAGE>
PORTFOLIO - A segment of the SAFECO Resource Series Trust or the Scudder
Variable Life Investment Fund which constitutes a separate and distinct class of
shares.
 
PURCHASE PAYMENTS - Payments made to purchase Accumulation Units for a
Participant's Accumulation Account.
 
QUALIFIED PLAN - For purposes herein, a retirement plan which receives favorable
tax treatment under Sections 401(k), 403(b) or 457 of the Internal Revenue Code.
 
SAFECO - SAFECO Life Insurance Company.
 
SAFECO RESOURCE SERIES TRUST - One of the funding vehicles for the Separate
Account.
 
SCUDDER VARIABLE LIFE INVESTMENT FUND - One of the funding vehicles for the
Separate Account.
 
SEPARATE ACCOUNT - The separate investment account of SAFECO designated as
SAFECO Resource Variable Account B.
 
VALUATION DATE - Each day that the New York Stock Exchange is open for business,
which is Monday through Friday, except for New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.
 
VALUATION PERIOD - The period commencing at the close of business on each
Valuation Date and ending at the close of business for the next succeeding
Valuation Date.
 
WITHDRAWAL - Any deduction of Accumulation Units from a Participant's
Accumulation Account.
 
                                      -5-
<PAGE>
                        AN INTRODUCTION TO THE CONTRACTS
 
The Contracts described in this Prospectus provide for accumulation of Contract
Values and payment of monthly annuity payments on a variable basis. The
Contracts are designed for use with retirement plans which receive favorable tax
treatment under Sections 401(k), 403(b) or 457 of the Code.
 
Purchase Payments for the Contracts are allocated to a segregated investment
account of SAFECO Life Insurance Company (the Separate Account). The assets of
the Separate Account are the property of SAFECO and obligations arising under
the Contracts are SAFECO's general corporate obligations.
 
The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of the SAFECO Resource Series Trust (the
Trust) or the Scudder Variable Life Investment Fund (the Fund). There are
currently five Portfolios available to the Separate Account under the Trust: the
SAFECO Resource Equity, Growth, Northwest, Bond and Money Market Portfolios.
There are currently two Portfolios available to the Separate Account under the
Fund: the Scudder Balanced Portfolio and the Scudder International Portfolio.
The availability of a Portfolio as an investment to a Participant is dependent
on the terms of the Qualified Plan in which he or she participates. Each
Portfolio of the Trust and each Portfolio of the Fund have different investment
objectives. For more information on the Trust and the Fund and their respective
Portfolios, please see "SAFECO Resource Series Trust" and "Scudder Variable Life
Investment Fund" and the Prospectuses for the Trust and the Fund which accompany
and should be read with this Prospectus.
 
Subject to the terms of the Qualified Plan involved, the SAFECO Resource Growth
and Northwest Sub-Accounts are available to all Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code and Deferred Compensation
Plans established under Section 457 of the Code. The SAFECO Resource Growth and
Northwest Sub-Accounts are available to Participants in Cash or Deferred Savings
Plans established under Section 401(k) of the Code, only if the Resource
Variable Account B Contract was purchased on or after January 7, 1993.
Participants in 401(k) Cash or Deferred Savings Plans for which the Employer
purchased the Resource Variable Account B Contract before January 7, 1993 were
able to make purchase payments to the SAFECO Resource Growth and Northwest
Sub-Accounts beginning on and after October 1, 1993.
 
To acquire a Contract, an Employer enters into an Annuity Purchase Agreement.
Under the Agreement, the Employer agrees to make certain Purchase Payments on a
Participant's behalf. The minimum Purchase Payment is $30 per Participant per
any Sub-Account. An Employee can become a Participant under the Contract by
completing an Application for Participation. SAFECO will issue a Certificate to
each Participant eligible under the Contract and for each Participant's
Accumulation Account established under the Contract. The Accumulation Account
reflects each Participant's interest in the Contract Value. For more
information, see "Purchasing a Contract."
 
The Contract Value is the sum of the value of all Accumulation Units
attributable to the Contract. The value of an Accumulation Unit will vary from
Valuation Period to Valuation Period which begins at 1:00 P.M. West Coast time
(4:00 P.M. New York time) on each day the New York Stock Exchange is open for
trading. See "Contract Value" for more information.
 
Various charges and deductions are made from Purchase Payments, Participant's
Accumulation Accounts and the Separate Account. These include premium or other
taxes, a Mortality and Expense Risk Premium, an Administration Charge and
Transfer Charges. Upon full or partial withdrawal of a Participant's
Accumulation Account, a Contingent Deferred Sales Charge for those Purchase
Payments received in the first 8 Certificate Years, which exceed 10% of the
value of the Accumulation Units in a Participant's Account, may also be assessed
as a percentage of withdrawal. See "Charges and Deductions" for more
information. In addition, there are deductions from and expenses paid out of the
assets of the Trust and the Fund. See the accompanying Trust and Fund
Prospectuses.
 
                                      -6-
<PAGE>
Annuity Payments begin on a specified Annuity Date according to a selected
Settlement Option. Minimum distributions are required once a Participant attains
a certain age. For a discussion of Annuity Dates, Settlement Options and
Distributions, see "Annuity Provisions" and "Distribution Requirements."
 
Withdrawals are subject to the Qualified Plan under which the Contract is issued
and the Code. The Code imposes a 10% penalty tax on the taxable portion of any
distribution from Qualified Plans, including both 401(a) and 403(b) plans, with
certain exceptions. See "Withdrawal" for more comprehensive information.
 
Effective January 1, 1989, the Tax Reform Act of 1986 limits the withdrawal of
amounts attributable to contributions made pursuant to a salary reduction
agreement (as defined in Section 403(b)(11) of the Code) to circumstances where
the Participant attains age 59 1/2, separates from service, dies, becomes
disabled (within the meaning of Section 72(m)(7) of the Code), or in the case of
hardship. However, withdrawals for hardship are restricted to the portion of the
Participant's Accumulation Account Value which represents contributions made by
the Participant and does not include any income attributable to those
contributions. See "Tax Sheltered Annuity Withdrawal Limitations" in this
Prospectus for more information.
 
Generally, Participants are not taxed on increases in the value of the
Participant's Accumulation Account until distribution occurs. However, taxation
of Participants will vary with the type of and terms and conditions of each
Qualified Plan under which the Contracts are offered. For a discussion of the
tax treatment of annuities, see "Taxes."
 
                                 EXPENSE TABLE
 
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
The non-SAFECO Fund information in this Expense Table set forth below with
respect to the Portfolios was provided to the Separate Account by the Portfolios
and such information was not independently verified by the Separate Account.
 
PARTICIPANT'S TRANSACTION EXPENSES:
 
Contingent Deferred Sales Charge (as a percentage of withdrawal)*: This charge
applies to Withdrawals in any Certificate Year which exceed 10% of the value of
the Accumulation Units in a Participant's Account:
 
<TABLE>
<S>                             <C>
Certificate Year 1              9% of withdrawal
Certificate Year 2              9% of withdrawal
Certificate Year 3              8% of withdrawal
Certificate Year 4              7% of withdrawal
Certificate Year 5              6% of withdrawal
Certificate Year 6              5% of withdrawal
Certificate Year 7              4% of withdrawal
Certificate Year 8              2% of withdrawal
Certificate Year 9 and after    0%
</TABLE>
 
* While the Contingent Deferred Sales Charge assesses a percentage of the
current value of a Participant's Accumulation Account according to the stated
schedule, total Contingent Deferred Sales Charges collected by SAFECO will not
exceed 8.5% of the Purchase Payments made by a Participant.
 
<TABLE>
<S>                                                    <C>
TRANSFER (EXCHANGE) CHARGE:                            $10 per transfer
</TABLE>
 
    (first four transfers per calendar year and pre-established monthly
    automatic transfers from one Sub-Account to another are free)
 
<TABLE>
<S>                                                    <C>
ANNUAL ADMINISTRATION CHARGE                           $30 per Participant*
</TABLE>
 
                                      -7-
<PAGE>
<TABLE>
<S>                                                    <C>
SEPARATE ACCOUNT ANNUAL EXPENSES:
(as a percentage of average account value)
    Mortality and Expense Risk Premium                 1.25%
                                                       ----
    Total Separate Account Annual Expenses             1.25%
                                                       ----
 
SAFECO RESOURCE SERIES TRUST ANNUAL EXPENSES:
(as a percentage of average net assets)
Management Fees
    SAFECO Resource Equity Portfolio                    .73%
    SAFECO Resource Growth Portfolio                    .74%
    SAFECO Resource Northwest Portfolio                 .73%
    SAFECO Resource Bond Portfolio                      .74%
    SAFECO Resource Money Market Portfolio              .64%
Other Expenses
    SAFECO Resource Equity Portfolio                    .02%
    SAFECO Resource Growth Portfolio                    .03%
    SAFECO Resource Northwest Portfolio**               .00%
    SAFECO Resource Bond Portfolio**                    .00%
    SAFECO Resource Money Market Portfolio**            .00%
Total Trust Annual Expenses (After Reimbursement)
    SAFECO Resource Equity Portfolio                    .75%
    SAFECO Resource Growth Portfolio                    .77%
    SAFECO Resource Northwest Portfolio                 .73%
    SAFECO Resource Bond Portfolio                      .74%
    SAFECO Resource Money Market Portfolio              .64%
 
SCUDDER VARIABLE LIFE INVESTMENT FUND ANNUAL EXPENSES:
(as a percentage of average net assets)
Management Fees
    Scudder Balanced Portfolio                          .48%
    Scudder International Portfolio                     .83%
Other Expenses***
    Scudder Balanced Portfolio                          .09%
    Scudder International Portfolio                     .17%
Total Fund Annual Expenses***
(After Reimbursement, if applicable)
    Scudder Balanced Portfolio                          .57%
    Scudder International Portfolio                    1.00%
</TABLE>
 
  * For purposes of the Examples, the annual Administration Charge is calculated
    as a ratio of total Administration Charges collected during the year to the
    total average net assets of all Sub-Accounts. The annual Administration
    Charge percentage will change each year because of changes in total
    Administration Charges collected during the year and the total average net
    assets of all Sub-Accounts. This will result in variations in the Expense
    Table each year.
 
 ** SAFECO pays all Other Expenses of each Portfolio until a Portfolio's assets
    reach $20 million. Once a Portfolio's assets exceed $20 million, the Other
    Expenses of the Portfolio will be paid by such Portfolio. Because the assets
    of the Northwest Portfolio exceeded $20 million in February 1998, SAFECO
    does not expect to reimburse the Other Expenses of the Portfolio going
    forward.
 
                                      -8-
<PAGE>
    During the year ended December 31, 1997, SAFECO paid for or reimbursed all
    of the Other Expenses of the Northwest, Bond and Money Market Portfolios.
    Expenses before such reimbursement as a percentage of net assets were as
    follows:
 
<TABLE>
<S>                                                           <C>
SAFECO Resource Northwest Portfolio                                 .94%
SAFECO Resource Bond Portfolio                                      .90%
SAFECO Resource Money Market Portfolio                              .81%
</TABLE>
 
*** For a period of five years from the date of execution of a Participation
    Agreement with the Fund, and from year to year thereafter if agreed to by
    the Participating Insurance Company and the Fund, each Participating
    Insurance Company (including SAFECO) has agreed to reimburse the Fund to the
    extent that annual operating expenses of the Scudder Balanced Portfolio of
    the Fund exceed 0.75% of such Portfolio's average annual net assets and to
    the extent that the annual operating expenses of the Scudder International
    Portfolio of the Fund exceed 1.50% of such Portfolio's average annual net
    assets. Under these arrangements, no reimbursement of expenses of either of
    these Portfolios was required of SAFECO for the year ended December 31,
    1997.
<TABLE>
<CAPTION>
EXAMPLES FOR SAFECO RESOURCE EQUITY SUB-ACCOUNT               Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         105          145          177          248
  Assuming annuitization at end of period.................          22           67          115          248
  Assuming no withdrawal..................................          22           67          115          248
 
<CAPTION>
 
EXAMPLES FOR SAFECO RESOURCE GROWTH SUB-ACCOUNT               Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         105          146          178          250
  Assuming annuitization at end of period.................          22           68          116          250
  Assuming no withdrawal..................................          22           68          116          250
<CAPTION>
 
EXAMPLES FOR SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT         Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         104          142          172          236
  Assuming annuitization at end of period.................          21           64          110          236
  Assuming no withdrawal..................................          21           64          110          236
<CAPTION>
 
EXAMPLES FOR SAFECO RESOURCE BOND SUB-ACCOUNT                 Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         105          145          177          247
  Assuming annuitization at end of period.................          22           67          115          247
  Assuming no withdrawal..................................          22           67          115          247
<CAPTION>
 
EXAMPLES FOR SAFECO RESOURCE NORTHWEST SUB-ACCOUNT            Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         105          145          176          246
  Assuming annuitization at end of period.................          22           67          114          246
  Assuming no withdrawal..................................          22           67          114          246
</TABLE>
 
                                      -9-
<PAGE>
<TABLE>
<CAPTION>
EXAMPLES FOR SCUDDER BALANCED SUB-ACCOUNT                     Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
 
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         103          140          169          229
  Assuming annuitization at end of period.................          20           62          106          229
  Assuming no withdrawal..................................          20           62          106          229
<CAPTION>
 
EXAMPLES FOR SCUDDER INTERNATIONAL SUB-ACCOUNT                Year 1       Year 3       Year 5       Year 10
- ----------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                         <C>          <C>          <C>          <C>
Assuming a 5% return on assets, you would pay the
following expenses on a $1,000 investment:
  Assuming withdrawal at end of period....................         107          152          189          273
  Assuming annuitization at end of period.................          24           75          128          273
  Assuming no withdrawal..................................          24           75          128          273
</TABLE>
 
The information in the "Examples" is provided to assist the Participant in
understanding the various costs and expenses charged to a Participant's
Accumulation Account either directly or indirectly and reflects expenses of
SAFECO Resource Variable Account B, SAFECO Resource Series Trust and Scudder
Variable Life Investment Fund. The Examples do not reflect premium taxes which
may be applicable. Contingent Deferred Sales Charges may be waived in certain
circumstances. For additional information, see "Charges and Deductions".
 
THE INFORMATION ABOVE IS NOT INTENDED TO BE REPRESENTATIVE OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
Like other insurance, mutual fund, financial and business organizations and
individuals around the world, SAFECO Life and the Separate Account could be
adversely affected if the computer systems used by SAFECO Life, its principal
underwriter, underlying mutual fund managers and investment advisors or other
companies that provide services to the Separate Account do not properly process
and calculate date related information from and after January 1, 2000. This is
commonly called the "Year 2000 problem." SAFECO Life is taking steps it believes
are reasonably designed to address the Year 2000 problem with respect to the
computer systems that each of them uses and to obtain satisfactory assurances
that comparable steps are being taken by each of SAFECO Life's other, major
service providers. It is not anticipated that the Separate Account will incur
any charges or that there will be any difficulties in accurate and timely
reporting resulting from the change in year from 1999 to 2000.
 
                                      -10-
<PAGE>
    SCHEDULE OF ACCUMULATION UNIT VALUES AND ACCUMULATION UNITS OUTSTANDING
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
The following selected financial data are derived from the financial statements
of SAFECO Resource Variable Account B, which have been audited by Ernst & Young
LLP, independent auditors. The data should be read in conjunction with the
financial statements, related notes, and other financial information
incorporated by reference herein.
 
<TABLE>
<CAPTION>
                         1997        1996        1995        1994        1993       1992      1991      1990      1989      1988
                      ----------  ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
<S>                   <C>         <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>
SAFECO RESOURCE EQUITY SUB-ACCOUNT
(July 21, 1987
value,
initial public
offering $12.101)
December 31 value     $   49.122  $   39.829  $   32.321  $   25.424  $   23.630  $ 18.704  $ 17.520  $ 13.987  $ 14.937  $ 11.901
December 31 units      3,475,377   3,328,130   2,773,699   2,125,903   1,402,021   920,315   611,236   362,309   266,682   223,680
 
SAFECO RESOURCE BOND SUB-ACCOUNT
(July 21, 1987
value,
initial public
offering $10.126)
December 31 value     $   19.265  $   17.991  $   18.117  $   15.559  $   16.253  $ 14.882  $ 14.107  $ 12.532  $ 11.909  $ 10.835
December 31 units        501,020     503,739     481,273     479,731     446,935   310,293   255,098   219,928   211,685   200,405
 
SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
(July 21, 1987
value,
initial public
offering $10.083)
December 31 value     $   15.509  $   14.944  $   14.417  $   13.837  $   13.516  $ 13.335  $ 13.074  $ 12.527  $ 11.754  $ 10.923
December 31 units        174,158     341,159     308,155     341,722     273,511   307,262   231,643   224,216   210,094   209,593
 
SAFECO RESOURCE GROWTH SUB-ACCOUNT
January 7 value
(initial public
offering)                                                             $   10.000
December 31 value     $   38.686  $   27.082  $   20.756  $   14.897  $   13.480
December 31 units      2,152,824   1,665,534     918,525     421,837      56,074
 
SAFECO RESOURCE NORTHWEST SUB-ACCOUNT
January 7 value
(initial public
offering)                                                             $   10.000
December 31 value     $   15.493  $   11.968  $   10.777  $   10.156  $    9.923
December 31 units        298,250     221,295     174,958     108,875      37,710
 
SCUDDER BALANCED SUB-ACCOUNT
August 3 value
(initial public
offering)                                                             $    9.886
December 31 value     $   17.080  $   13.919  $   12.596  $   10.066  $   10.346
December 31 units        693,428     523,019     260,651     122,456      10,168
 
SCUDDER INTERNATIONAL SUB-ACCOUNT
August 3 value
(initial public
offering)                                                             $    9.335
December 31 value     $   14.094  $   13.083  $   11.540  $   10.519  $   10.743
December 31 units      1,183,847   1,061,505     720,181     466,212      68,405
</TABLE>
 
                                      -11-
<PAGE>
                              FINANCIAL STATEMENTS
 
The financial statements for the Separate Account and SAFECO Life Insurance
Company are contained in the Statement of Additional Information which is
available at no charge by calling 1-800-426-7649 or writing to the Annuity
Service Office address on the cover.
 
                            PERFORMANCE INFORMATION
 
In advertisements, the "yield," "effective yield," "total return" and "average
annual total return" of the Sub-Accounts may be quoted.
 
ALL SUB-ACCOUNTS (OTHER THAN SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT)
 
"Yield" is the annualization on a 360-day basis of net income per unit over a
30-day period divided by the accumulation unit value on the last day of the
period. Yield figures are calculated by determining the income generated by an
investment in the Sub-Account over a 30-day period. The income is then
annualized by assuming that the income generated during the 30-day period
continues to be generated each month for a 12-month period and is shown as a
percentage of the investment. Yield figures will reflect deduction of the
Administration Charge which is assessed on every Participant's Accumulation
Account on an annual basis, but will not include any applicable Contingent
Deferred Sales Charge.
 
"Total return" is the total percentage change in the unit value of an investment
over a stated period of time. "Average annual total return" is the annual
percentage change in the unit value of an investment over a stated period of
time. Both total return and average annual total return assume the reinvestment
of dividend and capital gains distributions.
 
Standardized total return figures which appear in advertisements or sales
literature will be calculated for required time periods based on a set initial
investment amount and include the annual Administration Charge and the
Contingent Deferred Sales Charge. From time to time, non-standardized total
return figures may accompany the standardized figures. Non-standardized total
return figures may be calculated in a variety of ways including but not
necessarily limited to different time periods, different initial investment
amounts, additions of periodic payments, use of time weighted average annual
returns which take into consideration the length of time each investment has
been on deposit, and without the Administration Charge and/or with or without
the Contingent Deferred Sales Charge. Non-standardized figures may cause the
performance of the Sub-Accounts to appear higher than performance calculated
using standard parameters.
 
SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
 
"Yield" is the annualization on a 365-day basis of the SAFECO Resource Money
Market Sub-Account's net income over a 7-day period. Yield figures are
calculated by determining the income generated by an investment in the
Sub-Account over a 7-day period. The income is then annualized by assuming that
the income generated during the 7-day period continues to be generated each week
for a 52-week period and is shown as a percentage of the investment.
 
"Effective yield" is the annualization, on a 365-day basis, of the Sub-Account's
net income over a 7-day period with dividends reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
 
As explained above, yield figures will reflect deduction of the annual
Administration Charge which is assessed to all Participants' Accumulation
Accounts, but will not include any applicable Contingent Deferred Sales Charge.
 
For the SAFECO Resource Money Market Portfolio, total return and average annual
total return are non-standardized performance figures which may accompany the
standardized yield and effective yield. "Total
 
                                      -12-
<PAGE>
return" is the total percentage change in the unit value of an investment over a
stated period of time and "average annual total return" is the annual percentage
change in the unit value of an investment over a stated period of time.
Non-standardized total return and average annual total return figures for the
SAFECO Resource Money Market Portfolio may be calculated in a variety of ways,
as described above.
 
RANKINGS
 
In addition to these performance figures, the Sub-Accounts may advertise
rankings as provided by the Lipper Variable Insurance Products Performance
Analysis Service published by Lipper Analytical Services, Inc. which monitors
separate account performance for variable annuity products such as the
Contracts, the VARDS Report which is a monthly variable annuity industry
analysis compiled by Variable Annuity Research & Data Service of Roswell,
Georgia and published by Financial Planning Resources, Inc. or the Variable
Annuity Performance Report published by Morningstar, Inc. which is also a
monthly analysis of variable annuity performance. Rankings provided by these
sources may or may not include all applicable charges.
 
Performance figures and quoted rankings are indicative only of past performance
and are not intended to represent future investment results.
 
For additional information concerning the calculation of "yield," "effective
yield," "total return" and "average annual total return," see the "Additional
Performance Information" section of the Statement of Additional Information.
 
                                     SAFECO
 
SAFECO Life Insurance Company (SAFECO) is a stock life insurance company which
was organized under the laws of the state of Washington on January 23, 1957.
SAFECO writes individual and group life, accident and health insurance and
annuities. SAFECO is licensed to do business in the District of Columbia and all
states except New York. SAFECO is a wholly-owned subsidiary of SAFECO
Corporation which is a holding company whose subsidiaries are engaged primarily
in insurance and financial service businesses. The home office of SAFECO is
located at 15411 N.E. 51st Street, Redmond, Washington 98052.
 
                              THE SEPARATE ACCOUNT
 
The Board of Directors of SAFECO adopted a resolution to establish a segregated
asset account pursuant to Washington insurance law on February 6, 1986. This
segregated asset account has been designated SAFECO Resource Variable Account B
(Separate Account). SAFECO has caused the Separate Account to be registered with
the Securities and Exchange Commission as a unit investment trust pursuant to
the provisions of the Investment Company Act of 1940. The Separate Account meets
the definition of a "separate account" under the federal securities laws.
 
The assets of the Separate Account are the property of SAFECO. However, the
assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business SAFECO may conduct. Income, gains
and losses, whether or not realized, are in accordance with the Contracts
credited to or charged against the Separate Account without regard to other
income, gains or losses of SAFECO. SAFECO's obligations arising under the
Contracts are general corporate obligations.
 
The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one or more Portfolio(s) of SAFECO Resource Series Trust
or Scudder Variable Life Investment Fund. Currently there are five Portfolios
available under the Trust: the SAFECO Resource Equity Portfolio, SAFECO Resource
Growth Portfolio, SAFECO Resource Northwest Portfolio, SAFECO Resource Bond
Portfolio and SAFECO Resource Money Market Portfolio. Currently there are two
Portfolios available under the
 
                                      -13-
<PAGE>
Fund: the Scudder Balanced Portfolio and Scudder International Portfolio. The
availability of a Portfolio as an investment to a Participant is dependent on
the terms of the Qualified Plan in which he or she participates.
 
Subject to the terms of the Qualified Plan involved, the SAFECO Resource Growth
and Northwest Sub-Accounts are available to all Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code and Deferred Compensation
Plans established under Section 457 of the Code. The SAFECO Resource Growth and
Northwest Sub-Accounts are available to Participants in Cash or Deferred Savings
Plans established under Section 401(k) of the Code, only if the Resource
Variable Account B Contract was purchased on or after January 7, 1993.
Participants in 401(k) Cash or Deferred Savings Plans for which the Employer
purchased the Resource Variable Account B Contract before January 7, 1993 will
be able to make Purchase Payments to the SAFECO Resource Growth and Northwest
Sub-Accounts beginning on or about October 1, 1993.
 
SAFECO RESOURCE EQUITY SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Equity Sub-Account is to seek
long-term growth of capital and reasonable current income.
 
The SAFECO Resource Equity Sub-Account invests in the Trust's Equity Portfolio.
To pursue its investment objective, the SAFECO Resource Equity Portfolio
ordinarily invests principally in common stocks or securities convertible into
common stocks. Fixed-Income securities may be purchased in accordance with
business and financial conditions.
 
SAFECO RESOURCE GROWTH SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Growth Sub-Account is to seek
growth of capital and the increased income that ordinarily follows from such
growth.
 
The SAFECO Resource Growth Sub-Account invests in the Trust's Growth Portfolio.
To pursue its investment objective, the SAFECO Resource Growth Portfolio will
ordinarily invest a preponderance of its assets in common stocks selected
primarily for potential appreciation. To determine those common stocks which
have the potential for long-term growth, SAFECO Asset Management Company, the
Trust's investment adviser, will evaluate the issuer's financial strength,
quality of management and earnings power.
 
SAFECO RESOURCE NORTHWEST SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Northwest Sub-Account is to seek
long-term growth of capital through investing primarily in Northwest companies.
 
The SAFECO Resource Northwest Sub-Account invests in the Trust's Northwest
Portfolio. To pursue its investment objective, the SAFECO Resource Northwest
Portfolio will invest at least 65% of its total assets in securities issued by
companies with their principal executive offices located in Washington, Alaska,
Idaho, Oregon or Montana.
 
The SAFECO Resource Northwest Portfolio will ordinarily invest its assets in
shares of common stock selected primarily for potential long-term appreciation.
The SAFECO Resource Northwest Portfolio may also occasionally invest in
securities convertible into common stock.
 
SAFECO RESOURCE BOND SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Bond Sub-Account is to seek as
high a level of current income as is consistent with the relative stability of
capital.
 
The SAFECO Resource Bond Sub-Account invests in the Trust's Bond Portfolio. To
pursue its investment objective, the SAFECO Resource Bond Portfolio invests
primarily in medium-term debt securities.
 
                                      -14-
<PAGE>
Although the SAFECO Resource Bond Portfolio does not intend to purchase below
investment grade bonds during the coming year, it may hold up to 20% of total
assets in bonds which are downgraded after purchase to below investment grade
quality by Standard & Poor's Corporation or Moody's Investors Service, Inc.
Below investment grade bonds are commonly referred to as high-yield or "junk"
bonds and have special risks associated with them. See the Trust's Prospectus
and Statement of Additional Information for more information.
 
SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Money Market Sub-Account is to
seek as high a level of current income as is consistent with the preservation of
capital and liquidity through investments in high-quality money market
investments maturing in thirteen months or less.
 
The SAFECO Resource Money Market Sub-Account invests in the Trust's Money Market
Portfolio which seeks to maintain a net asset value per share of $1.00. SHARES
OF THE SAFECO RESOURCE MONEY MARKET PORTFOLIO ARE NEITHER INSURED, NOR
GUARANTEED, BY THE U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE SAFECO
RESOURCE MONEY MARKET PORTFOLIO WILL MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE.
 
SCUDDER BALANCED SUB-ACCOUNT
 
The investment objective of the Scudder Balanced Sub-Account is to seek a
balance of growth and income from a diversified portfolio of equity and fixed
income securities. The Scudder Balanced Sub-Account also seeks long-term
preservation of capital through a quality-oriented investment approach that is
designed to reduce risk.
 
The Scudder Balanced Sub-Account invests in the Fund's Balanced Portfolio. In
seeking its objectives of a balance of growth and income, as well as long-term
preservation of capital, the Scudder Balanced Portfolio invests in a diversified
portfolio of equity and fixed income securities. The Scudder Balanced Portfolio
invests, under normal circumstances, at least 50%, but no more than 75%, of its
net assets in common stocks and other equity investments. The Scudder Balanced
Portfolio's equity investments consist of common stocks, preferred stocks,
warrants and securities convertible into common stocks, of companies that, in
the investment adviser's judgment, are of above-average financial quality and
offer the prospect for above-average growth in earnings, cash flow, or assets
relative to the overall market as defined by the Standard and Poor's Corporation
500 Composite Price Index. At least 65% of the value of the Portfolio's common
stocks will be of issuers which qualify, at the time of purchase, for one of the
three highest equity earnings and dividends ranking categories (A+, A, or A-) of
S&P, or if not ranked by S&P, are judged to be of comparable quality by the
Adviser. S&P assigns earnings and dividends rankings to corporations based on a
number of factors, including stability and growth of earnings and dividends.
Rankings by S&P are not an appraisal of a company's creditworthiness, as is true
for S&P's debt security ratings, nor are these rankings intended as a forecast
of future stock market performances. In addition to using S&P rankings of
earnings and dividends of common stocks, the Adviser conducts its own analysis
of a company's history, current financial position, and earnings prospects. To
enhance income and stability, the Scudder Balanced Portfolio's remaining assets
are allocated to bonds and other fixed income securities, including cash
reserves. The Scudder Balanced Portfolio will normally invest 25% to 50% of its
net assets in fixed income securities. However, at least 25% of the Scudder
Balanced Portfolio's net assets will always be invested in fixed income
securities.
 
SCUDDER INTERNATIONAL SUB-ACCOUNT
 
The investment objective of the Scudder International Sub-Account is to seek
long-term growth of capital primarily through diversified holdings of marketable
foreign equity investments.
 
The Scudder International Sub-Account invests in the Fund's International
Portfolio. The Scudder International Portfolio invests in companies, wherever
organized, which do business primarily outside the
 
                                      -15-
<PAGE>
United States. The Scudder International Portfolio intends to diversify
investments among several countries and to have represented in its holdings
business activities in not less than three different countries. The Scudder
International Portfolio invests primarily in equity securities of established
companies listed on foreign exchanges. It may also invest in fixed income
securities of foreign governments and companies.
 
                          SAFECO RESOURCE SERIES TRUST
 
SAFECO Resource Series Trust (Trust) has been established to act as one of the
funding vehicles for the Contracts offered. The investment adviser to the Trust
is SAFECO Asset Management Company (SAM), SAFECO Plaza, Seattle, Washington. The
Trust is an open-end, diversified, management investment company. While a brief
summary of the investment objectives of each Trust Portfolio is set forth above,
more comprehensive information is found in the current Prospectus for the Trust.
 
THE TRUST PROSPECTUS ACCOMPANIES THIS PROSPECTUS. BOTH DOCUMENTS SHOULD BE READ
TOGETHER AND CAREFULLY BEFORE INVESTING. AN ADDITIONAL PROSPECTUS AND THE
STATEMENT OF ADDITIONAL INFORMATION FOR THE TRUST CAN BE OBTAINED BY CALLING THE
NUMBER ON THE COVER PAGE OF THIS PROSPECTUS OR WRITING TO THE ADDRESS OF THE
ANNUITY SERVICE OFFICE LISTED THERE. ADDITIONAL PORTFOLIOS MAY BE ESTABLISHED BY
THE TRUST FROM TIME TO TIME AND MAY BE MADE AVAILABLE TO PARTICIPANTS.
 
                     SCUDDER VARIABLE LIFE INVESTMENT FUND
 
Scudder Variable Life Investment Fund (Fund) is one of the funding vehicles for
the Contracts offered. The investment adviser to the Fund is Scudder Kemper
Investments Inc. Two International Place, Boston, Massachusetts. The Fund is an
open-end management investment company. While a brief summary of the investment
objectives of each Fund Portfolio is set forth above, more comprehensive
information is found in the current Prospectus for the Fund.
 
THE FUND PROSPECTUS ACCOMPANIES THIS PROSPECTUS. BOTH DOCUMENTS SHOULD BE READ
TOGETHER AND CAREFULLY BEFORE INVESTING. AN ADDITIONAL PROSPECTUS AND THE
STATEMENT OF ADDITIONAL INFORMATION FOR THE FUND CAN BE OBTAINED BY CALLING THE
NUMBER ON THE COVER PAGE OF THIS PROSPECTUS OR WRITING TO THE ADDRESS OF THE
ANNUITY SERVICE OFFICE LISTED THERE. ADDITIONAL PORTFOLIOS MAY BE ESTABLISHED BY
THE FUND FROM TIME TO TIME AND MAY BE MADE AVAILABLE TO PARTICIPANTS. IN
ADDITION, CERTAIN EXISTING PORTFOLIOS OF THE FUND, WHICH ARE NOT CURRENTLY BEING
MADE AVAILABLE, MAY BE MADE AVAILABLE TO PARTICIPANTS IN THE FUTURE.
 
                                 VOTING RIGHTS
 
In accordance with its view of present applicable law, SAFECO will vote the
shares of the Trust and the Fund held in the Separate Account at special
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Separate Account. SAFECO will vote
shares it owns for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. Neither the Trust nor the Fund holds regular meetings of
shareholders.
 
The number of shares which a person has a right to vote will be determined as of
a date to be chosen by SAFECO not more than sixty (60) days prior to the meeting
of the Trust or the Fund. Voting instructions will be solicited by written
communication at least fourteen (14) days prior to such meeting with respect to
the Trust and at least ten (10) days prior to such meeting with respect to the
Fund.
 
The Trust and the Fund are intended to be the funding vehicles for variable
annuity contracts and variable life insurance policies to be offered by the
separate accounts of certain life insurance companies which may or may not be
affiliated. The Trust and the Fund currently do not foresee any disadvantages to
the Participants arising from the fact that the interests of the holders of the
variable annuity contracts and the variable life insurance policies may differ.
Nevertheless, the Trust's and the Fund's Trustees intend to
 
                                      -16-
<PAGE>
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response thereto.
 
                           SUBSTITUTION OF SECURITIES
 
If the shares of the Trust or the Fund (or any Portfolio within the Trust or the
Fund) should no longer be available for investment by the Separate Account or,
if in the judgment of SAFECO, further investment in such shares should become
inappropriate in view of the purpose of the Contracts, SAFECO may substitute
shares of another mutual fund (or Portfolio within the Trust or the Fund) for
shares already purchased or to be purchased in the future by Purchase Payments
under the Contracts. No substitution of securities may take place without prior
approval of the Securities and Exchange Commission and under such requirements
as it may impose.
 
                             PURCHASING A CONTRACT
 
APPLICATION
 
In order to acquire a Contract, an Employer enters into an Annuity Purchase
Agreement. Pursuant to that agreement, the Employer is authorized and agrees to
make certain Purchase Payments on a Participant's behalf to be applied toward
the purchase of an annuity for such Participant. In order to become a
Participant under the Contract, an employee must complete an Application for
Participation. Each eligible Participant will receive a Certificate, along with
a copy of the Contract, which will evidence a Participant's interest in the
Contract.
 
MINIMUM PURCHASE PAYMENTS
 
The minimum Purchase Payment is $30 per Participant per any Sub-Account.
 
TRANSFERS
 
A Participant may transfer Accumulation Units between Sub-Accounts or into
SAFECO's Qualified Pension Annuity Series III. See "Deduction for Transfer
Charge" in this Prospectus.
 
Accumulation Units which are being transferred will be redeemed at the price
next computed after the Participant's transfer request is received. The purchase
of Accumulation Units in the Sub-Account the Participant is transferring into or
the deposit into SAFECO's Qualified Pension Annuity Series III will normally be
executed the same day. However, the Sub-Accounts reserve the right to delay the
payment of proceeds and, therefore, the purchase in a transfer for up to seven
days if making immediate payment could adversely affect the Sub-Account
redeemed.
 
The first four transfers per calendar year and pre-established monthly automatic
transfers from one Sub-Account to another are free. A $10 fee per transfer is
charged after these limits are reached.
 
1.  Transfer Limitations:
 
    The transfer privilege is not intended to provide a means for frequent
    trading in response to short-term fluctuations in the market (i.e., market
    timing). Excessive transfer transactions can be disadvantageous to other
    Participants and to Resource Variable Account B.
 
2.  Transfers By Written Request:
 
    Accumulation Units may be transferred by writing SAFECO at the address on
    the Prospectus cover and specifying the transfer desired and your
    Certificate Number. The request must be signed by the Participant or a third
    party to whom the Participant has given appropriate authority. SAFECO must
    be given a copy of the document granting such authority.
 
                                      -17-
<PAGE>
3.  Transfers By Telephone:
 
    Effective August 1, 1993, SAFECO will accept transfer instructions by
    telephone from the Participant in a Plan qualified under Sections 401(k),
    403(b), or 457 of the Internal Revenue Code, or a third party to whom the
    Participant has given appropriate authority, if the Participant has
    previously elected in writing the privilege of making transfers by
    telephone. Prior to August 1, 1993, SAFECO would accept transfer
    instructions by telephone only from a Tax Sheltered Annuity Participant or a
    third party preauthorized by such Participant. SAFECO must have a copy of
    the document granting such authority. The availability of this privilege is
    subject to limitations of the Qualified Plan. Withdrawals will not be
    processed by telephone.
 
    SAFECO will employ reasonable procedures to confirm that instructions
    communicated by telephone are genuine, including tape recording all
    telephone instructions, requiring some form of personal identification prior
    to acting upon instructions received by telephone and confirming in writing
    all such transactions. If SAFECO fails to take such reasonable procedures,
    it may be liable for any losses due to unauthorized or fraudulent
    instructions.
 
    SAFECO reserves the right to refuse telephone transfers when it is unable to
    confirm to its satisfaction that a caller is the Participant or a
    preauthorized third party. SAFECO is not responsible for the authenticity of
    telephone instructions or for acting on the telephone instructions of
    persons who falsely identify themselves as Participants or preauthorized
    third parties.
 
    To transfer by telephone, call 1-800-899-5280. Transfer directions must
    specify the Certificate number, the amount to be transferred and the
    Sub-Accounts which are to be effected.
 
EMPLOYEE TERMINATED
 
If an Employee's employment with Employer is terminated, the Employee may
continue to participate under the Contract to the extent of Purchase Payments
previously made on behalf of such Employee by Employer prior to termination of
employment. No further contributions will be accepted under the Contract on
behalf of any Participant who has ceased to be an Employee.
 
ALLOCATION OF NET PURCHASE PAYMENTS
 
A Net Purchase Payment is equal to the Purchase Payment less any applicable
premium taxes and applicable Administration Charges. Net Purchase Payments are
allocated to the Separate Account and are converted into Accumulation Units. The
Net Purchase Payments are divided by the value of an Accumulation Unit for the
Sub-Account Valuation Period during which such allocation occurs to determine
the number of Accumulation Units attributable to the Net Purchase Payment. For
initial Net Purchase Payments on behalf of any Participant, if the Application
for Participation is in good order, SAFECO will apply the Net Purchase Payment
to the Separate Account and credit the Participant's Accumulation Account with
Accumulation Units within two business days of receipt. If the Application is
not in good order, SAFECO will attempt to achieve good order or will return the
Application and the Purchase Payment within five business days. For subsequent
Purchase Payments in good order, SAFECO will apply the Net Purchase Payment to
the Separate Account and credit the Participant's Accumulation Account with
Accumulation Units during the next Valuation Period after the Purchase Payment
was received.
 
PRINCIPAL UNDERWRITER
 
Currently SAFECO Securities, Inc.(SSI) acts as the principal underwriter of the
contracts. SSI has its business address at SAFECO Plaza, Seattle, Washington
98185. Prior to April 29, 1994, PNMR Securities, Inc. (PNMR), SAFECO Plaza,
Seattle Washington 98185, acted as the principal underwriter of the Contracts.
SSI and PNMR are wholly-owned subsidiaries of SAFECO Corporation and therefore
are affiliates of SAFECO.
 
                                      -18-
<PAGE>
                             CHARGES AND DEDUCTIONS
 
Various charges and deductions are made from Purchase Payments, Participants'
Accumulation Accounts and the Separate Account. These charges and deductions
are:
 
DEDUCTION FOR PREMIUM AND OTHER TAXES
 
Any premium taxes or other taxes levied by any governmental entity which SAFECO,
in its sole discretion, determines have resulted from the establishment or
maintenance of the Separate Account, or from the investment experience of the
Separate Account, or from the receipt by SAFECO of Purchase Payments or from the
issuance of the Contract or from the commencement of annuity payments will be
charged against Purchase Payments, a Participant's Accumulation Account or
withdrawal value. Premium taxes currently imposed by certain states on the type
of Contracts offered hereby range from 0% to 3.5%. Some states assess their
premium taxes at the time Purchase Payments are made; others assess their
premium taxes at the time annuity payments commence. Premium taxes are subject
to change or amendment by state legislatures, administrative interpretations or
judicial acts. Such premium taxes will depend on, among other things, the
location of the Employer, the classification of the Contract by the states, the
status of SAFECO within such state and the insurance tax laws of such state.
 
DEDUCTION FOR MORTALITY AND EXPENSE RISK PREMIUM
 
SAFECO deducts on each Valuation Date a Mortality and Expense Risk Premium which
is equal on an annual basis to 1.25% of the daily net asset value of the
Separate Account. The mortality risks assumed by SAFECO arise from its
contractual obligation to make annuity payments after the Annuity Date for the
life of the Participant, to waive Contingent Deferred Sales Charges in the event
of the death of a Participant and to guarantee return of net Purchase Payments
upon the Participant's death. The expense risk assumed by SAFECO is that the
costs of administering the Contracts and the Separate Account will exceed the
amount received from the Administration Charge.
 
If the Mortality and Expense Risk Premium is insufficient to cover the actual
costs, the loss will be borne by SAFECO. Conversely, if the amount deducted
proves more than sufficient, the excess will be profit to SAFECO. SAFECO expects
a profit from this charge.
 
The Mortality and Expense Risk Premium is guaranteed by SAFECO and cannot be
increased.
 
DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE
 
In certain situations that a Participant withdraws all or a portion of the
Participant's Accumulation Account, a Contingent Deferred Sales Charge is
deducted from the Withdrawal. This charge reimburses SAFECO for expenses
incurred in connection with the promotion, sale and distribution of the
Contracts. The Contingent Deferred Sales Charge is applied only to those
Purchase Payments received in the first eight (8) Certificate Years. The
Contract or Certificate describes the situations where the Contingent Deferred
Sales Charge does not apply. Some of these situations are:
 
 (i) under a Settlement Option;
 
 (ii) on distributions made pursuant to the death of a Participant;
 
(iii) on a transfer of the market value of some or all of a Participant's
      Accumulation Account into SAFECO's Qualified Pension Annuity Series III;
 
 (iv) on a transfer of the market value of Accumulation Units between
      Sub-Accounts;
 
 (v) effective April 1, 1989, with respect to the sum of withdrawals taken in
     any Certificate Year which do not exceed 10% of the value of the
     Accumulation Units in a Participant's Accumulation Account from which the
     withdrawal is taken; or
 
                                      -19-
<PAGE>
 (vi) effective April 29, 1994 and subject to cancellation by written notice by
      SAFECO, for transfers by a 401(k) Participant into SAFECO's Qualified
      Pension Annuity Series V or VI, or Spinnaker due to death, disability,
      retirement, termination of employment, or plan termination under the
      following conditions:
 
     a. the amount withdrawn is $2,000 or more, or the entire Participant's
        Accumulation Account, when it is being transferred to Qualified Pension
        Annuity Series V;
 
     b. the amount withdrawn is $5,000 or more when it is being transferred to
        Qualified Pension Annuity Series VI; or
 
     c. the amount withdrawn is $2,000 or more when it is being transferred to
        Spinnaker.
 
The amount of the Contingent Deferred Sales Charge will be based on the
following:
 
<TABLE>
<CAPTION>
                      CONTINGENT DEFERRED SALES
                               CHARGE
CERTIFICATE YEAR    AS A PERCENTAGE OF WITHDRAWAL
- -----------------  -------------------------------
<S>                <C>
  1                    9% of withdrawal
  2                    9% of withdrawal
  3                    8% of withdrawal
  4                    7% of withdrawal
  5                    6% of withdrawal
  6                    5% of withdrawal
  7                    4% of withdrawal
  8                    2% of withdrawal
  9 and after          0%
</TABLE>
 
The Contingent Deferred Sales Charge assesses a percentage of the current value
of a Participant's Accumulation Account according to the stated schedule.
However, total Contingent Deferred Sales Charges collected by SAFECO will not
exceed 8.5% of the Purchase Payments made by a Participant.
 
The commissions paid to registered representatives on the sale of Contracts are
not more than 7% of the Purchase Payments. In addition, commissions, overrides
and bonuses may be paid to SSI's registered representatives and/or other
distributors of the Contracts. A bonus dependent upon persistency of funds on
deposit in Resource B Contracts is one type of bonus that may be paid. Non-cash
compensation may include accrual of conference travel credits and prizes. To the
extent that the Contingent Deferred Sales Charge is insufficient to cover the
actual cost of distribution, SAFECO may use any of its corporate assets,
including potential profit which may arise from the Mortality and Expense Risk
Premium, to make up any difference.
 
EXAMPLES
 
The following examples may be helpful in understanding how the Contingent
Deferred Sales Charge works:
 
EXAMPLE 1:
 
The Participant contributes $10,000 in the first Certificate Year and nothing
additional in the next five years for a total of $10,000 in deposits. In the
sixth Certificate Year, the Participant withdraws the entire Accumulation
Account which now has a value of $16,000. The penalty-free amount is 10% of
$16,000, or $1,600. The Contingent Deferred Sales Charge would be calculated as
follows: the appropriate percentage is 5%. The Contingent Deferred Sales charge
is 5% multiplied by $14,400 ($16,000-$1,600), which is $720.
 
                                      -20-
<PAGE>
EXAMPLE 2:
 
The Participant contributes $1,000 per year for ten years for a total of $10,000
in deposits. In the twelfth Certificate Year, the Participant elects to withdraw
a gross amount of $5,000 from the Participant's Accumulation Account which has a
current value of $15,000. Since at least eight Certificate Years have passed,
there is no Contingent Deferred Sales Charge applicable.
 
REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE
 
The amount of the Contingent Deferred Sales Charge on the Contracts may be
reduced or eliminated when sales of the Contracts are made to a group in a
manner that results in savings of sales expenses. The entitlement to reduction
of the Contingent Deferred Sales Charge will be determined by SAFECO after
examination of all the relevant factors such as:
 
1.  The size and type of group to which sales are to be made. Generally, the
    sales expenses for a larger group are less than for a smaller group because
    of the ability to implement large numbers of Contracts with fewer sales
    contacts.
 
2.  The total amount of Purchase Payments to be received. Per Contract sales
    expenses are likely to be less on larger Purchase Payments than on smaller
    ones.
 
3.  Any prior or existing relationship with SAFECO. Per Contract sales expenses
    are likely to be less when there is a prior existing relationship because of
    the likelihood of implementing the Contract with fewer sales contacts.
 
4.  There may be other circumstances, of which SAFECO is not presently aware,
    which could result in reduced sales expenses.
 
If, after consideration of the foregoing factors, SAFECO determines that there
will be a reduction in sales expenses, SAFECO may provide for a reduction or
elimination of the Contingent Deferred Sales Charge.
 
The Contingent Deferred Sales Charge may be eliminated when the Contracts are
issued to an officer, director or employee of SAFECO or any of its affiliates.
In no event will reductions or elimination of the Contingent Deferred Sales
Charge be permitted where reductions or elimination will be unfairly
discriminatory to any person.
 
OTHER EXPENSES
 
There are other deductions from and expenses paid out of the assets of SAFECO
Resource Series Trust and Scudder Variable Life Investment Fund which are
described in the accompanying Trust and Fund Prospectuses.
 
DEDUCTION FOR ADMINISTRATION CHARGE
 
SAFECO deducts an annual fee of $30 per Participant per calendar year, or any
portion thereof, from the Participant's Accumulation Account for administrative
expenses associated with the administration of the Participant's Accumulation
Account and of the Separate Account. The $30 fee will be deducted on the date
the initial Purchase Payment is invested and on each Certificate Anniversary.
The Administration Charge is also assessed in the event of a total withdrawal.
In the event the Certificate Anniversary and the deduction from initial Purchase
Payments or complete withdrawal fall within one calendar year, SAFECO shall
deduct no more than $30 for that particular year. Prior to the Annuity Date for
the Participant, the Administration Charge is not guaranteed and may be changed
for future years. However, the Administration Charge may never exceed $35 per
Participant per calendar year. SAFECO does not make a profit from the
Administration Charge.
 
                                      -21-
<PAGE>
The fee is deducted first from the SAFECO Resource Money Market Sub-Account. In
the event there are no Accumulation Units in the SAFECO Resource Money Market
Sub-Account or not enough in value to meet the Administration Charge, the
balance of deductions necessary is then taken from the SAFECO Resource Bond
Sub-Account, SAFECO Resource Equity Sub-Account, SAFECO Resource Northwest
Sub-Account, SAFECO Resource Growth Sub-Account, Scudder Balanced Sub-Account
and finally from the Scudder International Sub-Account.
 
DEDUCTION FOR TRANSFER CHARGE
 
A Participant may elect one of the following methods of transfer:
 
1.  The first four transfers per Participant per Calendar Year of any of a
    Participant's Accumulation Account into SAFECO's Qualified Pension Annuity
    Series III or between Sub-Accounts will have no transfer charge assessed
    against them. Any additional transfers will be subject to a $10 transfer
    charge, which will be deducted from the value of Accumulation Units
    transferred. Each transfer is subject to a $1,000 minimum or the entire
    Sub-Account if less. A $500 minimum must be maintained in a Sub-Account to
    keep it open for all Certificates issued after April 28, 1989. A $250
    minimum may be maintained in a Sub-Account for all Certificates issued prior
    to and including April 28, 1989; or
 
2.  Pre-established monthly automatic transfers of a single dollar amount of at
    least $250 into SAFECO's Qualified Pension Annuity Series III or between
    Sub-Accounts will have no transfer charge assessed against them. Any
    additional transfers will be subject to a $10 transfer charge which will be
    deducted from the value of Accumulation Units being transferred. The monthly
    transfers will continue to be made until the Participant requests
    discontinuance or there are no funds left in the Sub-Account to transfer. If
    monthly transfers are discontinued prior to six months after establishing
    the transfers, all transfers will be considered to have been made under
    paragraph 1 above.
 
                           RIGHTS UNDER THE CONTRACT
 
Prior to the Annuity Date, the Employer has the voting rights under the
Contract. After the Annuity Date, the Participant has the voting rights with
respect to the Participant's Accumulation Account, and the Participant's
Beneficiary will have such rights upon the Participant's death. The Participant
has the right to select settlement options and designate beneficiaries, subject
to any limitations contained in the Qualified Plan pursuant to which the
Contract was acquired. The Beneficiary has any rights passed on as a result of
the death of the Participant.
 
SAFECO will issue a Certificate to each Participant eligible according to the
Contract and for each Participant's Accumulation Account established under the
Contract. A Certificate shall not be issued and an Accumulation Account shall
not be established on behalf of a Participant who is over 75 years of age on the
Certificate Issue Date under Contracts issued after April 28, 1989. Each
Certificate will state in substance the provisions of the Contract and the
benefits to which such Participant is entitled. No Participant shall have any
rights under the Contract until, and only to the extent that, Purchase Payments
on the Participant's behalf are received by SAFECO.
 
To the extent permitted by law, the benefits or payments under the Contract
shall not be assignable or otherwise transferable, nor subject to commutation,
encumbrance or alienation and shall not be subject to any claim of any creditor
or to any legal process by any creditor.
 
All withdrawals are subject to the Plan under which the Contract is issued and
the Internal Revenue Code of 1986, as amended. However, withdrawals from a
Participant's Accumulation Account taken solely for purposes of an exchange or a
transfer to another contract are not limited by these restrictions.
 
The Contract may not be modified by SAFECO without the consent of the Employer,
except as may be required by applicable law.
 
                                      -22-
<PAGE>
                                 CONTRACT VALUE
 
The Contract Value is the sum of the value of all Accumulation Units
attributable to the Contract. A Participant's Accumulation Account reflects the
Participant's share of the Contract Value.
 
The value of an Accumulation Unit will vary from Valuation Period to Valuation
Period. The value of an Accumulation Unit is determined at the end of the
Valuation Period and reflects the investment earnings or loss and the deductions
for the Valuation Period.
 
                               ANNUITY PROVISIONS
 
SELECTION OF SETTLEMENT OPTIONS
 
At the time a Participant completes the Application for Participation, a
Settlement Option must be selected. A Participant may, upon at least thirty (30)
days' prior written notice to SAFECO, at any time prior to the Annuity Date,
elect a different Settlement Option or any other annuity form satisfactory to
SAFECO and the Participant.
 
COMMENCEMENT OF ANNUITY PAYMENTS
 
Annuity payments to a Participant will begin on the Participant's Annuity Date.
An Annuity Date is selected at the time the Participant completes the
Application for Participation. The selection of an Annuity Date is limited by
the terms of the Qualified Plan pursuant to which the Contract was acquired. A
Participant may, upon at least thirty (30) days' prior written notice to SAFECO,
change the Annuity Date to a date which must be the first day of a calendar
month. The Annuity Date may not be deferred, however, beyond any date specified
under the Qualified Plan or as limited under the Internal Revenue Code of 1986,
as amended.
 
SETTLEMENT OPTIONS
 
The net proceeds payable upon settlement of a Participant's interest in the
Contract, may be paid under one of the following options.
 
OPTION 1 - VARIABLE LIFE ANNUITY.  A variable annuity payable monthly during the
lifetime of the Participant.
 
OPTION 2 - VARIABLE LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED.  A
variable annuity payable monthly during the lifetime of the Participant with the
guarantee that, if at the death of the Participant, the guaranteed number of
payments has not been received by the Participant, payments will be made to the
Beneficiary for the remainder of the guarantee period. If the Beneficiary does
not desire payments to continue for the remainder of the guarantee period, the
Beneficiary may elect to have the present value of the guaranteed annuity
payments remaining, as of the date notice of death is received by SAFECO,
commuted at the assumed investment rate of 4% and paid in a single sum.
 
OPTION 3 - JOINT AND SURVIVOR ANNUITY.  An annuity payable monthly first to the
Participant while the Participant is living. After the death of the Participant,
payments will be continued to the Participant's spouse for as long as he or she
lives. The annuity payable for the life of the spouse shall not be less than
one-half of, or greater than, the amount of the annuity payable during the joint
lives of the Participant and spouse.
 
OPTION 4 - SYSTEMATIC WITHDRAWAL INCOME PLAN-TM-.  Each month a specified number
of whole or partial Accumulation Units is liquidated for payment to the
Participant. The number to be liquidated during a given year shall be a
sufficient number so as to be expected to deplete the account over the life
expectancy of the Participant or the joint lives of the Participant and such
person's Beneficiary, with at least 50% of the payments expected to be paid
during the Participant's life expectancy. This calculation may be made
 
                                      -23-
<PAGE>
annually based on the attained age of the Participant or joint lives of the
Participant and such person's Beneficiary. Systematic Withdrawal Income Plan is
a trademark of SAFECO Life Insurance Company.
 
The Participant and a designated Beneficiary who is the spouse of a deceased
Participant must elect whether or not to recalculate life expectancy. The
election must be made by written notice and is irrevocable. Participants in a
Cash or Deferred Savings Plan give such notice to the Plan administrator as
required by the terms of the Plan. The Contractholder must notify SAFECO as to
the results of such election. Participants in a Tax Sheltered Annuity or a
Deferred Compensation Plan must give written notice of their election regarding
recalculation to SAFECO prior to March lst following the year in which the
Participant attains age 70 1/2. For these Participants, notice must also specify
whether minimum distributions made under Settlement Option 4 shall be based on
the value of Participant's entire Accumulation Account balance, or whether the
value of benefits accrued prior to 1987 should be excluded from the calculation.
If SAFECO has not received such written notice prior to March lst following the
year in which the Participant attains age 70 1/2, SAFECO will recalculate life
expectancy and distributions will be based on the value of the Participant's
entire Accumulation Account balance as of the end of the preceding calendar
year.
 
OPTION 5 - INSTALLMENT PAYMENTS.  A Participant who has been issued a
Certificate prior to April 29, 1989, may elect an immediate or deferred
installment payment program under which withdrawals are taken from the
Participant's Accumulation Account in a predetermined amount on a predetermined
frequency. Installment payments are not available as a Settlement Option to a
Participant who is issued a Certificate after April 28, 1989. Under the
Installment Payment Settlement Option the value of the Participant's
Accumulation Account must be exhausted over 3 or more years for a Participant's
Accumulation Account of at least 5 years duration where the Participant has
attained at least age 59 1/2. Withdrawals under this program are not subject to
Contingent Deferred Sales Charges. If the Beneficiary does not desire payments
to continue for the remainder of the guarantee period, the Beneficiary may elect
to have the present value of the guaranteed annuity payments remaining, as of
the date the notice of death is received by SAFECO, commuted at the assumed
investment rate of 4% and paid in a single payment.
 
OPTION 6 - OTHER.  Any other fixed or variable form of annuity satisfactory to
both SAFECO and the Participant.
 
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
 
Except as described below, annuity payments will be paid monthly. If the net
amount available to apply under any Settlement Option is less than $5,000,
SAFECO shall have the right to pay such amount in one lump sum in lieu of the
payment otherwise provided. In addition, for Certificates issued after April 28,
1989, if annuity payments would be or become less than $250, SAFECO shall have
the right to change the frequency of payments to such intervals as will result
in payments of at least $250. For Certificates issued prior to April 28, 1989,
if annuity payments would be or become less than $100, SAFECO shall have the
right to change the frequency of payments to such intervals as will result in
payments of at least $100.
 
FAILURE TO SELECT SETTLEMENT OPTION
 
For all Participants in a Tax Sheltered Annuity Plan established under Section
403(b) of the Internal Revenue Code, or an Eligible State Deferred Compensation
Plan established under Section 457 of the Internal Revenue Code, minimum
distributions shall commence no later than April 1st following the year in which
the Participant attains age 70 1/2, unless the Participant sends written notice
to SAFECO requesting that distributions not commence or notifying SAFECO that
the Participant meets one of the criteria for a later required beginning date.
See "Distribution Requirements" in this Prospectus. If SAFECO has not received
written notice prior to March 1st following the year in which the Participant
attains age 70 1/2 and if designated beneficiary information has been provided
to SAFECO, SAFECO will make the required distributions based on joint life
expectancy with recalculation of life expectancy under Option 4, the
 
                                      -24-
<PAGE>
Systematic Withdrawal Income Plan and in accordance with the minimum
distribution rules in Section 401(a)(9) of the Internal Revenue Code. See
"Settlement Options" in this Prospectus. If designated beneficiary information
has not been provided to SAFECO, SAFECO will make the required distributions
based on single life expectancy with recalculation of life expectancy under
Option 4, and in accordance with the minimum distribution rules in Section
401(a)(9) of the Internal Revenue Code. The calculation of the required
distributions shall be based on the entire Participant's account balance as of
the end of the calendar year preceding the distribution year.
 
For all Participants in a Cash or Deferred Compensation Plan under Section
401(k) of the Internal Revenue Code, distributions will be made in accordance
with the provisions of the Plan at the Contractholder's written direction.
SAFECO shall not be obligated to issue an annuity or to make a cash distribution
until it receives written direction containing the terms and conditions, manner
and amounts of such annuity or cash distribution.
 
                           DISTRIBUTION REQUIREMENTS
 
All Settlement Options under the Contract shall distribute the Participant's
Accumulation Account pursuant to the Plan and the minimum distribution rules in
Section 401(a)(9) of the Code.
 
Minimum distributions must begin by the Participant's required beginning date
defined as April lst following the later of the year the Participant reaches age
70 1/2 or the year the Participant retires (for a Participant who is not a 5%
owner).
 
Participants in a Cash or Deferred Savings Plan should consult the Plan
Administrator regarding the application of the minimum distribution rules to
their Plan benefits. SAFECO will commence required minimum distributions on
April lst following the year a Participant in a Tax-Sheltered Annuity or
Deferred Compensation Plan reaches age 70 1/2. Participants in Tax Sheltered
Annuities and Deferred Compensation Plans who do not want SAFECO to commence
required minimum distributions, or Participants who are still employed and wish
to defer commencement of distributions until retirement, must send SAFECO
written notice of such election prior to March lst following the year the
Participant reaches age 70 1/2.
 
If the Participant dies before required distributions commence, the Accumulation
Account must be distributed by December 31st of the year which contains the
fifth anniversary of the Participant's death, or over a designated Beneficiary's
life expectancy. Where the Accumulation Account is distributed over the
designated Beneficiary's life expectancy (not to exceed 15 years if a non-spouse
Beneficiary of a Deferred Compensation Plan Participant), a non-spouse must
begin distributions by December 31st of the year following the year of the
Participant's death. A surviving spouse may wait to begin payments until the
year the Participant would have reached age 70 1/2 if that date is later than
the year following the date of death.
 
If the Participant dies on or after the date required distributions have
commenced, payment to the designated Beneficiary must continue at least as
rapidly as the method in effect prior to the Participant's death.
 
DEATH BENEFIT GUARANTEE
 
If the Participant dies before distributions commence, or on or after the date
distributions have already commenced to the Participant pursuant to Option 4, or
Option 5, the amount of the payment made after the Participant's death will be
the greater of Net Purchase Payments less any prior withdrawals or the value of
the Participant's Accumulation Account determined as of the next Valuation
Period following the date both proof of death and an election for a single sum
payment or Settlement Option is received by SAFECO. If a single sum settlement
is elected, payment will be made within seven business days of receipt of such
election and proof of death. Election must be made by the Beneficiary during the
sixty (60) day period commencing with date of receipt by SAFECO of notification
of death. If no election is made within such sixty (60) day period, then a
single sum settlement will be paid to the Beneficiary. The death benefit
 
                                      -25-
<PAGE>
guarantee does not apply if the Participant dies after distributions have
commenced pursuant to Options 1, 2, 3, or 6.
 
                                     TAXES
 
The following description is based upon SAFECO's understanding of current
federal income tax law applicable to annuities in general. SAFECO cannot predict
the probability that any changes in such laws will be made. Purchasers are
cautioned to seek competent tax advice regarding the possibility of such
changes. SAFECO does not guarantee the tax status of the Contracts and
Certificates. Purchasers bear the complete risk that the Contracts may not be
treated as "annuity contracts" under federal income tax laws. It should be
further understood that the following discussion is not exhaustive and that
special rules not described in this Prospectus may be applicable in certain
situations. Moreover, no attempt has been made to consider any applicable state
or other tax laws.
 
GENERAL
 
Section 72 of the Code governs taxation of annuities in general. A Participant
is not taxed on increases in the value of an Accumulation Account until
distribution occurs, either in the form of a lump sum payment, a withdrawal or
as annuity payments under the Settlement Option elected. For a lump sum payment
received as a total surrender (total redemption), the recipient is taxed on the
portion of the payment that exceeds the cost basis of the Contract. Since the
Contract is designed exclusively for use with Qualified Plans, there may be no
cost basis and all such distributions will be treated as income to the
recipient. The taxable portion of the lump sum payment is taxed at ordinary
income tax rates.
 
Any premium taxes or other taxes levied by any government entity which SAFECO,
in its sole discretion, determines have resulted from the establishment or
maintenance of the Separate Account, or from the investment experience of the
Separate Account, or from the receipt by SAFECO of Purchase Payments, or from
the issuance of the Contract or from the commencement of annuity payments under
the Contract will be charged against Purchase Payments, the Participant's
Accumulation Account or withdrawal values.
 
For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable income. The exclusion amount for payments based on a
fixed annuity option is determined by multiplying the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected return under the Contract. The exclusion amount for payments
based on a variable annuity option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid. Payments received after
the investment in the Contract has been recovered (i.e. when the total of the
excludable amount equals the investment in the Contract) are fully taxable. The
taxable portion is taxed at ordinary income tax rates. For certain types of
Qualified Plans there may be no cost basis in the contract within the meaning of
Section 72 of the Code. Participants under the Contracts should seek competent
financial advice about the tax consequences of distributions under the Qualified
Plan under which the Contracts are purchased.
 
QUALIFIED PLANS
 
The Contracts offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of Participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Participants, Annuitants and Beneficiaries are cautioned that
benefits under a Qualified Plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the Contracts issued pursuant
to the plan. Following are general descriptions of the types of Qualified Plans
with which the Contracts may be used. Such descriptions are not exhaustive and
are for general informational purposes only. The tax rules regarding Qualified
Plans are very complex and will have differing applications depending on
individual facts and circumstances. Each Participant should obtain competent tax
advice prior to purchasing a Contract issued under a Qualified Plan.
 
                                      -26-
<PAGE>
Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available and described in
this Prospectus. Generally, Contracts issued pursuant to Qualified Plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts.
 
1.  Cash or Deferred Savings Plans
 
    Under Section 401(k) of the Code, a Cash or Deferred Savings Plan is a plan
    offered by an Employer which allows Employees to elect to reduce their
    compensation with the reduced amounts set aside for the Employees in a
    tax-deferred retirement program. The Code places limitations on these plans
    including on such items as amount of allowable contributions, form, manner
    and timing of distributions, transferability of benefits, vesting and
    nonforfeitability of interests, nondiscrimination in eligibility and
    participation and the tax treatment of distributions, withdrawals and
    surrenders.
 
2.  Tax-Sheltered Annuities
 
    Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
    by public schools and certain charitable, educational and scientific
    organizations described in Section 501(c)(3) of the Code. These qualifying
    Employers may make contributions to the Contracts for the benefit of their
    Employees. Such contributions are not includible in the gross income of the
    Employee until the Employee receives distributions from the Contract. The
    amount of contributions to the tax-sheltered annuity is limited to certain
    maximums imposed by the Code. Furthermore, the Code sets forth additional
    restrictions governing such items as transferability, distributions,
    nondiscrimination and withdrawals. When the Contract is issued pursuant to a
    plan qualified under Section 403(b) of the Code, the Participant's entire
    interest in the Contract is nonforfeitable.
 
3.  Deferred Compensation Plans
 
    Under Section 457 of the Code, governmental and certain other tax exempt
    Employers may establish deferred compensation plans for the benefit of their
    Employees which may invest in annuity contracts. The Code, as in the case of
    Qualified Plans, establishes limitations and restrictions on eligibility,
    contributions and distributions. Under these plans, contributions made for
    the benefit of the Employees will not be includible in the Employees' gross
    income until distributed from the plan.
 
MULTIPLE CONTRACTS
 
The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences, including the more rapid taxation of the distributed amounts from
such combination of contracts. These aggregation rules do not apply to contracts
issued through Cash or Deferred Savings Plans under Section 401(k) or
Tax-Sheltered Annuity Plans under Section 403(b). However, they do apply to
contracts issued through Deferred Compensation Plans under Section 457.
Participants in a Deferred Compensation Plan under Section 457 of the Code
should consult a tax advisor prior to purchasing more than one non-qualified
annuity contract in any calendar year.
 
INCOME TAX WITHHOLDING
 
All distributions or any portion(s) thereof which are includible in the gross
income of the taxpayer are subject to Federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the taxpayer, in most cases,
may elect not to have taxes withheld or to have withholding done at a different
rate.
 
                                      -27-
<PAGE>
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code, which are not directly rolled
over to another eligible retirement plan or Individual Retirement Account or
Individual Retirement Annuity, are subject to a mandatory 20% withholding for
Federal income tax. The 20% withholding requirement does not apply to: (a)
distributions for the life or life expectancy of the Participant or joint and
last survivor expectancy of the Participant and a designated Beneficiary; (b)
distributions for a specified period of 10 years or more; or (c) distributions
which are required minimum distributions. Participants should consult their own
tax counsel or other tax advisor regarding withholding.
 
                                  WITHDRAWALS
 
TAX TREATMENT OF WITHDRAWALS
 
The Code imposes a 10% penalty tax on the taxable portion of any distribution
from Qualified Plans, including both 401(k) and 403(b) plans. To the extent
amounts are not includible in gross income because they have been rolled over to
an IRA or to another Qualified Plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the Participant reaches age 59 1/2; (b)
distributions following the death or disability of the Participant (for this
purpose disability is as defined in Section 72(m)(7) of the Code); (c)
distributions after separation from service that are part of substantially equal
periodic payments, not less frequently than annually, made for the life (or life
expectancy) of the Participant or the joint lives (or joint life expectancies)
of such Participant and a designated Beneficiary; (d) distributions to a
Participant who has separated from service after attaining age 55; (e)
distributions made to the Participant to the extent such distributions do not
exceed the amount allowable as a deduction under Code Section 213 to the
Participant for amounts paid during the taxable year for medical care; (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order; (g) distributions made to pay health insurance premiums for an
unemployed Participant; (h) distributions made to the Participant to pay
qualified higher education expenses; and (i) Distributions made to the
Participant for a first home purchase.
 
Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year following the later of the year in which the employee
attains age 70 1/2 or retires. For more information, see "Distribution
Requirements." If the required minimum distributions are not made, a 50% penalty
tax is imposed as to the amount not distributed.
 
TAX SHELTERED ANNUITY WITHDRAWAL LIMITATIONS
 
Effective January 1, 1989, the Code limits the withdrawal of amounts
attributable to contributions made pursuant to a salary reduction agreement (as
defined in Section 403(b)(11) of the Code) to circumstances where the
Participant attains age 59 1/2, separates from service, dies, becomes disabled
(within the meaning of Section 72(m)(7) of the Code), or in the case of
hardship. However, withdrawals for hardship are restricted to the portion of the
Participant's Accumulation Account value which represents contributions made by
the Participant and does not include any income attributable to those
contributions.
 
These limitations on withdrawals apply only to salary reduction contributions
made after December 31, 1988, income attributable to such contributions, and to
income attributable to amounts held as of December 31, 1988. However, these
limitations will apply to all amounts (regardless of when or how the
contributions were originally made) which are transferred or rolled over from a
custodial account (as defined in Section 403(b)(7)) into the Participant's
Accumulation Account.
 
The limitations on withdrawals do not affect rollovers or transfers between
certain Qualified Plans. Participants should consult their own tax counsel or
other tax advisor regarding any distributions. The discussion contained in this
Prospectus regarding taxes should be considered in light of the above.
 
                                      -28-
<PAGE>
WITHDRAWAL AMOUNT
 
Subject to the withdrawal restrictions noted above, SAFECO will pay the amount
of any withdrawal within seven (7) business days of receipt of such request in
good order.
 
Upon a withdrawal by a Participant, the number of Accumulation Units in a
particular Sub-Account will be reduced by a number equal to the amount of any
(a) Withdrawal, including the Contingent Deferred Sales Charge, and (b) taxes,
including premium taxes and, if applicable, income taxes, for which no other
provision was made, and (c) Transfer Charges. Administration Charges will also
be applied to the Accumulation Account. See "Deduction for Administration
Charge" in this Prospectus. A Participant's Accumulation Account will not be
reduced by the number of units equal to the amount of any early withdrawal
penalty tax referred to above. The early withdrawal penalty tax must be paid
directly by the Participant.
 
Because of the potential tax consequences of a withdrawal, and because the
Qualified Plan may impose additional conditions, Participants should consult the
plan administrator and competent tax advisors before making a withdrawal.
 
TEXAS OPTIONAL RETIREMENT PROGRAM
 
Any Contract issued to a Participant in the Texas Optional Retirement Program
(ORP) will contain an ORP endorsement that will amend the Contract in two ways.
First, if for any reason a second year of ORP participation is not begun, the
total amount of the State of Texas' first-year contribution will be returned to
the appropriate institute of higher education upon its request. Secondly, no
benefits will be payable, through surrender of the Contract or otherwise, unless
the Participant dies, accepts retirement, terminates employment in all Texas
institutions of higher education, or attains age 70 1/2. The value of the
Contract may, however, be transferred to other contracts or carriers during the
period of ORP participation. A Participant in ORP is required to obtain a
certificate of termination from the Participant's Employer before a Contract can
be withdrawn.
 
                               LEGAL PROCEEDINGS
 
There are no legal proceedings to which the Separate Account, SAFECO Securities,
Inc. or PNMR Securities, Inc. is a party. SAFECO is engaged in various kinds of
routine litigation work which, in the opinion of SAFECO, is not of material
importance in relation to the total capital and surplus of SAFECO.
 
                                      -29-
<PAGE>
                            TABLE OF CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ANNUITY PROVISIONS........................................................    3
    General...............................................................    3
    Annuity Unit..........................................................    3
    Net Investment Factor.................................................    3
    Assumed Investment Factor.............................................    3
    Amount of Annuity Payments............................................    3
    Additional Provisions.................................................    4
ADDITIONAL PERFORMANCE INFORMATION........................................    4
    Performance Comparisons...............................................    4
    Performance Information...............................................    4
      Yields..............................................................    4
      Total Returns.......................................................    5
EXPERTS...................................................................    6
FINANCIAL STATEMENTS......................................................    6
</TABLE>
 
                                      -30-
<PAGE>



                                        PART B

                        STATEMENT OF ADDITIONAL INFORMATION


                                         -6-
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
                         SAFECO LIFE INSURANCE COMPANY
 
                              GENERAL INFORMATION
 
                                     SAFECO
 
SAFECO Life Insurance Company (SAFECO) is a wholly-owned subsidiary of SAFECO
Corporation which is a holding company whose subsidiaries are engaged primarily
in insurance and financial services businesses.
 
During the establishment of the Separate Account, SAFECO contributed capital to
the Separate Account which was immediately invested in the SAFECO Resource
Series Trust (Trust). At March 31, 1998, SAFECO's contribution represented 20%
of the value of the SAFECO Resource Bond Sub-Account. SAFECO may remove all or a
portion of these amounts at anytime. However, SAFECO will attempt to minimize
any potential material adverse effect such withdrawals may have on
contractholder values.
 
               SAFEKEEPING OF THE ASSETS OF THE SEPARATE ACCOUNT
 
SAFECO holds the assets of the Separate Account. The assets are kept segregated
and held separate and apart from the general account assets of SAFECO. SAFECO
maintains records of all Separate Account purchases and redemptions of the
shares of each Portfolio of SAFECO Resource Series Trust and Scudder Variable
Life Investment Fund.
 
                              INDEPENDENT AUDITORS
 
Ernst & Young LLP, 999 Third Avenue, Suite 3500, Seattle, Washington 98104, are
the independent auditors of the financial statements of SAFECO and the Separate
Account.
 
                                  DISTRIBUTOR
 
Currently, SAFECO Securities, Inc.(SSI), acts as the principal underwriter for
the Contracts. The offering is on a continuous basis. Prior to April 29, 1994,
PNMR Securities, Inc. (PNMR) acted as the principal underwriter for the
Contracts. SSI and PNMR are both wholly-owned subsidiaries and affiliates of
SAFECO. For the years ended 1995, 1996 and 1997, PNMR, through SSI, received
$2,318,815, $2,695,859 and $2,614,103 in commissions for the distribution of the
Contracts of which no payments were retained.
 
  This Statement of Additional Information is not a prospectus and should be
  read in conjunction with the Prospectus for the Group Flexible Purchase
  Payment Deferred Variable Annuity Contracts.
 
  The Prospectus concisely sets forth information that a prospective investor
  should know before investing. For a copy of the Prospectus, call
  1-800-426-7649 or write to SAFECO Life Insurance Company, Annuity Service
  Office: Retirement Services Department, P.O. Box 3882, Seattle, Washington
  98124-3882.
 
  This Statement of Additional Information and the Prospectus are both dated
  May 1, 1998.
 
                                      -1-
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
 
ANNUITY PROVISIONS........................................................    3
 
  General.................................................................    3
 
  Annuity Unit............................................................    3
 
  Net Investment Factor...................................................    3
 
  Assumed Investment Factor...............................................    3
 
  Amount of Annuity Payments..............................................    3
 
  Additional Provisions...................................................    4
 
ADDITIONAL PERFORMANCE INFORMATION........................................    4
 
  Performance Comparisons.................................................    4
 
  Performance Information.................................................    4
 
    Yields................................................................    4
 
    Total Returns.........................................................    5
 
EXPERTS...................................................................    6
 
FINANCIAL STATEMENTS......................................................    6
</TABLE>
 
                                      -2-
<PAGE>
                               ANNUITY PROVISIONS
 
GENERAL
 
The Settlement Options and related provisions are described in the Prospectus.
 
ANNUITY UNIT
 
The value of the Annuity Unit is determined by multiplying the value of the
Annuity Unit for the immediately preceding Valuation Period by the Net
Investment Factor for the Valuation Period for which the value is being
calculated, and dividing the result by the Assumed Investment Factor for such
Valuation Period, where these two factors are defined as follows:
 
NET INVESTMENT FACTOR
 
The Net Investment Factor for any Sub-Account for any Valuation Period is
determined by dividing (a) by (b) and subtracting (c) from the result where:
 
(a) is the net result of:
 
    (1) the net asset value per share of the Trust or Fund determined as of the
       current Valuation Period; plus
 
    (2) the per share amount of any dividend or capital-gain distribution made
       by the Trust or Fund if the "ex-dividend" date occurs during the current
       Valuation Period; plus or minus
 
    (3) a per share credit or charge, respectively, which is determined by
       SAFECO, for changes in tax reserves resulting from investment operations
       of the Sub-Account.
 
(b) is the net result of:
 
    (1) the net asset value per share of the Trust or Fund determined as of the
       immediately preceding Valuation Period; plus or minus
 
    (2) the per share credit or charge, respectively, for any changes in tax
       reserves for the immediately preceding Valuation Period.
 
(c) is the percentage factor equal to the Mortality and Expense Risk Premium.
    Such factor is equal on an annual basis to 1.25% of the daily net asset
    value of the Sub-Account.
 
The Net Investment Factor may be greater or less than one; therefore, the
Annuity Unit value may increase or decrease.
 
ASSUMED INVESTMENT FACTOR
 
The Assumed Investment Factor for a one day Valuation Period is 1.00010746. This
factor neutralizes the assumed investment return of 4% in the Annuity Tables
found in the Contract's Appendix A.
 
AMOUNT OF ANNUITY PAYMENTS
 
A Variable Annuity is an annuity with payments which are not predetermined as to
dollar amount and will vary in accordance with the net investment results of the
Separate Account. The dollar amount of the first monthly Variable Annuity
payment will be determined by applying the Participant's Accumulation Account,
as of the 15th day of the preceding month, to the Annuity Tables contained in
the Contract's Appendix A. The number of Annuity Units to be credited to the
Annuitant will be determined by dividing such first monthly payment by the
Annuity Unit Value calculated as of the 15th day of the preceding month. This
number of Annuity Units remains fixed during the annuity payment period. The
dollar amount of each Variable Annuity payment after the first shall be
determined by multiplying (a) the number
 
                                      -3-
<PAGE>
of Annuity Units credited to the Annuitant by (b) the Annuity Unit value as of
the 15th day of the preceding month.
 
The Annuity Table is based on the 1983 Group Annuity Mortality Table, Projected,
with an age setback of 1 year if the annuity payment begins in the years
2000-2009, 2 years if the annuity payment begins in the years 2010-2019 and an
additional 1 year setback for each additional ten years following. The interest
rate assumed in the Table is 4% per annum.
 
ADDITIONAL PROVISIONS
 
SAFECO may require proof of age of the Participant before making any life
annuity payment provided for by the Contract. If the age of the Participant has
been misstated, the amount payable will be the amount that the Accumulation
Units would have provided at the correct age. Once monthly life income payments
have begun, any underpayments will be made up in one sum with the next annuity
payment. Overpayments will be deducted from the future annuity payments until
the total is repaid.
 
Prior to any settlement of a death claim, due proof of Participant's death must
be submitted to SAFECO.
 
Where any benefits under the Contract are contingent upon the recipient being
alive on a given date, SAFECO may require proof satisfactory to it that such
condition has been met.
 
                       ADDITIONAL PERFORMANCE INFORMATION
 
STANDARDIZED COMPUTATION OF PERFORMANCE
 
PERFORMANCE COMPARISONS.  Performance Information for a Sub-Account may be
compared, in reports and advertising, to: (i) Standard & Poor's Stock Index, Dow
Jones Industrial Averages, Donahue Money Market Institutional Averages, or other
unmanaged indices generally regarded as representative of the securities
markets; (ii) other Variable Annuity separate accounts or other investment
products traced by Lipper Analytical Services, Inc., the Variable Annuity
Research and Data Service, or Morningstar, Inc., which are widely used
independent research firms that rank mutual funds and other investment companies
by overall performance, investment objectives and assets; and (iii) the Consumer
Price Index (a measure of inflation) to assess the real rate of return from an
investment in a Contract. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for annuity charges,
investment management costs, brokerage costs and other transaction costs that
are normally paid when directly investing in securities.
 
Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising also may contain other information, including the ranking of any
Sub-Account derived from rankings of Variable Annuity separate accounts or other
investment products tracked by Lipper Analytical Services, Inc. or by rating
services, companies, publications, or other persons which rank separate accounts
or other investment products on overall performance or other criteria.
 
PERFORMANCE INFORMATION
 
YIELDS.  Some Sub-Accounts may advertise yields. Yields quoted in advertising
reflect the change in value of a hypothetical investment in the Sub-Account over
a stated period of time, not taking in to account capital gains or losses or the
imposition of any Contingent Deferred Sales Charge. Yields are annualized and
stated as a percentage.
 
Current yield and effective yield are calculated for the SAFECO Resource Money
Market Sub-Account. Current Yield is based on the change in the value of a
hypothetical investment (exclusive of capital changes) over a particular seven
(7) day period, less a hypothetical charge reflecting deductions from values
during the period (the base period), and stated as a percentage of the
investment at the start of the
 
                                      -4-
<PAGE>
base period (the base period return). The base period return is then annualized
by multiplying by 365/7, with the resulting yield figure carried to at least the
nearest hundredth of one percent. Effective yield assumes that all dividends
received during an annual period have been reinvested. This compounding effect
causes effective yield to be higher than current yield. Calculation of effective
yield begins with the same base period return used in the calculation of current
yield, which is then annualized to reflect weekly compounding pursuant to the
following formula:
 
            Effective Yield = [(Base Period Return + 1) 365/7 ] - 1
 
Yield for the SAFECO Resource Bond Sub-Account is based on all investment income
(including dividends and interest) per accumulation unit earned during a
particular thirty (30) day period, less expenses accrued during the period (net
investment income). Yield is computed by dividing net investment income by the
value of an accumulation unit on the last day of the period, according to the
following formula:
 
                        Yield = 2[((a-b)/cd + 1) 6 - 1]
 
where a = net investment income earned during the period by the corresponding
Available Fund portfolio, b = expenses accrued for the period (net of any
reimbursements), c = the average daily number of accumulation units outstanding
during the period, and d = the value (maximum offering price) per accumulation
unit on the last day of the period.
 
TOTAL RETURNS.  Total return reflects all aspects of a Sub-Account's return,
including the automatic reinvestment by the Sub-Account of all distributions and
the deduction of all applicable charges to the Sub-Account on an annual basis,
including mortality and expense risk charges, the Annual Administration
Maintenance Charge, and any other charges against Contract Value. Quotations
also will assume a termination (surrender) at the end of the particular period
and reflect the deduction of the Contingent Deferred Sales Charge, if
applicable. Additional quotations may be given that do not assume a termination
(surrender) and do not take into account deduction of the Contingent Deferred
Sales Charge, since the Contracts are intended as long-term products.
 
From time to time, non-standardized total return figures may accompany the
standardized figures. Non-standardized total return figures may be calculated in
a variety of ways including but not necessarily limited to different time
periods, different initial investment amounts, additions of periodic payments,
use of time weighted average annual returns which take into consideration the
length of time each investment has been on deposit, and without the
Administration Charge and/or with or without the Contingent Deferred Sales
Charge. Non-standardized figures may cause the performance of the Sub-Accounts
to appear higher than performance calculated using standard parameters.
 
Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical investment in the Sub-Account over certain periods,
including 1, 5, and 10 years (up to the life of the Sub-Account), and then
calculating the annually compounded percentage rate that would have produced the
same result if the rate of growth or decline in value had been constant over the
period. Investors should realize that the Sub-Account's experience is not
constant over time, but changes from year to year, and that the average annual
returns represent averaged figures as opposed to the year-to-year performance of
a Sub-Account. Average annual returns are calculated pursuant to the following
formula: P(1 + T)n = ERV, where P is a hypothetical initial payment of $1,000, T
is the average annual total return, n is the number of years, and ERV is the
withdrawal value at the end of the period.
 
Cumulative total returns are unaveraged and reflect the simple change in value
of a hypothetical investment in the Sub-Account over a stated period of time.
 
                                      -5-
<PAGE>
                                    EXPERTS
 
The financial statements of SAFECO Resource Variable Account B and SAFECO Life
Insurance Company and Subsidiaries appearing in the Statement of Additional
Information have been audited by Ernst & Young LLP, independent auditors, to the
extent indicated in their reports thereon also appearing in the Statement of
Additional Information. Such financial statements have been included herein in
reliance on their reports given upon the authority of such firm as experts in
accounting and auditing.
 
                              FINANCIAL STATEMENTS
 
The consolidated financial statements of SAFECO Life Insurance Company and
Subsidiaries included herein should be considered only as bearing upon the
ability of SAFECO to meet its obligations under the Contracts.
 
                                      -6-
<PAGE>
                              FINANCIAL STATEMENTS
 
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Report of Ernst & Young LLP, Independent Auditors.........................    9
 
Statement of Assets and Liabilities as of December 31, 1997...............   10
 
Statement of Operations and Changes in Net Assets for the year or period
  ended December 31, 1997 and 1996........................................   12
 
Notes to Financial Statements (including accumulation unit data)..........   16
</TABLE>
 
                                      -7-
<PAGE>
                 (This page has been left blank intentionally.)
 
                                      -8-
<PAGE>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
To the Board of Directors of SAFECO Life Insurance Company and
Participants of SAFECO Resource Variable Account B
 
We have audited the accompanying statement of assets and liabilities of SAFECO
Resource Variable Account B (comprising, respectively, the SAFECO Resource
Equity, SAFECO Resource Growth, SAFECO Resource Northwest, SAFECO Resource Bond,
SAFECO Resource Money Market, SAFECO Resource Small Company Stock, Scudder
International, Scudder Balanced, Lexington Natural Resources, Lexington Emerging
Markets, Federated Utility, Federated High Income Bond, Federated International
Equity, American Century Balanced, and American Century International
Sub-Accounts) as of December 31, 1997, and the related statements of operations
and changes in net assets, and the historical accumulation unit values for each
of the periods indicated therein. These financial statements and historical
accumulation unit values are the responsibility of the SAFECO Resource Variable
Account B's management. Our responsibility is to express an opinion on these
financial statements and historical accumulation unit values based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and historical
accumulation unit values are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of portfolio
shares owned as of December 31, 1997, by correspondence with the underlying
portfolio of each Sub-Account. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and historical accumulation unit values
referred to above present fairly, in all material respects, the financial
position of each of the Sub-Accounts constituting SAFECO Resource Variable
Account B at December 31, 1997, the results of their operations, the changes in
their net assets, and the historical accumulation unit values for each of the
periods indicated therein, in conformity with generally accepted accounting
principles.
 
                                                           /s/ Ernst & Young LLP
 
Seattle, Washington
January 30, 1998
 
                                      -9-
<PAGE>
                      STATEMENT OF ASSETS AND LIABILITIES
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                            AS OF DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                        SUB-ACCOUNTS
                           ----------------------------------------------------------------------
(In Thousands, Except                                                                    SAFECO
Per-Share                    SAFECO      SAFECO      SAFECO      SAFECO      SAFECO       SMALL
and Per-Unit Amounts)        EQUITY      GROWTH        NW         BOND        MMKT       COMPANY
- -------------------------------------------------------------------------------------------------
<S>                        <C>          <C>         <C>         <C>         <C>         <C>
ASSETS:
  Investments in
    underlying
    Portfolios:
    Investments, at cost   $  145,281   $  73,425   $   4,003   $   9,661   $   2,704   $    181
                           ----------   ---------   ---------   ---------   ---------   ---------
                           ----------   ---------   ---------   ---------   ---------   ---------
      SHARES OWNED              6,787       3,571         304         875       2,704         14
      NET ASSET VALUE PER
        SHARE              $    25.18   $   23.35   $   15.20   $   11.04   $    1.00   $  12.33
                           ----------   ---------   ---------   ---------   ---------   ---------
    Investments, at value     170,907      83,376       4,626       9,663       2,704        176
    Cash                           39           2          --           4           1         --
                           ----------   ---------   ---------   ---------   ---------   ---------
      Total assets            170,946      83,378       4,626       9,667       2,705        176
 
LIABILITIES:
  Mortality and expense
    risk charge payable           189          92           5          11           3         --
  Other                            40           2          --           4           1         --
                           ----------   ---------   ---------   ---------   ---------   ---------
      Total liabilities           229          94           5          15           4         --
                           ----------   ---------   ---------   ---------   ---------   ---------
NET ASSETS                 $  170,717   $  83,284   $   4,621   $   9,652   $   2,701   $    176
                           ----------   ---------   ---------   ---------   ---------   ---------
                           ----------   ---------   ---------   ---------   ---------   ---------
ACCUMULATION UNITS
  OUTSTANDING                   3,475       2,153         298         501         174         14
                           ----------   ---------   ---------   ---------   ---------   ---------
                           ----------   ---------   ---------   ---------   ---------   ---------
ACCUMULATION UNIT VALUE*
  (Net assets divided by
    accumulation units
    oustanding)            $   49.122   $  38.686   $  15.493   $  19.265   $  15.509   $ 12.759
                           ----------   ---------   ---------   ---------   ---------   ---------
                           ----------   ---------   ---------   ---------   ---------   ---------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  The redemption price per unit is the accumulation unit value less any
     applicable contingent deferred sales charge.
 
                       See Notes to Financial Statements
 
                                      -10-
<PAGE>
 
<TABLE>
<CAPTION>
                                                                SUB-ACCOUNTS
                           ---------------------------------------------------------------------------------------
                                                  LEX        LEX                 FED
                           SCUDDER   SCUDDER    NATURAL   EMERGING     FED      HIGH      FED       AMC      AMC
                            INT'L    BALANCED  RESOURCES   MARKETS   UTILITY   INCOME    INT'L   BALANCED   INT'L
- ------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>        <C>        <C>       <C>      <C>      <C>        <C>
ASSETS:
  Investments in
    underlying
    Portfolios:
    Investments, at cost   $15,505   $10,298   $    646   $    292   $    639  $   732  $   295  $    347   $  453
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
      SHARES OWNED           1,184       891         45         27         53       70       25        42       66
      NET ASSET VALUE PER
        SHARE              $ 14.11   $ 13.30   $  14.91   $   8.91   $  14.29  $ 10.95  $ 12.27  $   8.24   $ 6.84
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
    Investments, at value   16,704    11,856        678        238        757      761      311       349      450
    Cash                        --         1         --         --         --       --       --        --       --
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
      Total assets          16,704    11,857        678        238        757      761      311       349      450
 
LIABILITIES:
  Mortality and expense
    risk charge payable         19        13          1         --          1        1        1         1       --
  Other                         --        --         --         --         --       --       --        --       --
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
      Total liabilities         19        13          1         --          1        1        1         1       --
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
NET ASSETS                 $16,685   $11,844   $    677   $    238   $    756  $   760  $   310  $    348   $  450
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
ACCUMULATION UNITS
  OUTSTANDING                1,184       693         45         27         50       62       26        43       66
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
ACCUMULATION UNIT VALUE*
  (Net assets divided by
    accumulation units
    oustanding)            $14.094   $17.080   $ 14.996   $  8.703   $ 15.144  $12.290  $12.017  $  8.185   $6.793
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
                           --------  --------  ---------  ---------  --------  -------  -------  ---------  ------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  The redemption price per unit is the accumulation unit value less any
     applicable contingent deferred sales charge.
 
                       See Notes to Financial Statements
 
                                      -11-
<PAGE>
               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                        YEAR OR PERIOD ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                                       SUB-ACCOUNTS
                           ---------------------------------------------------------------------
 
                                  SAFECO                  SAFECO                  SAFECO
                                  EQUITY                  GROWTH                    NW
                           ---------------------   ---------------------   ---------------------
(In Thousands)               1997        1996        1997        1996        1997        1996
- ------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
OPERATIONS:
  Dividend income          $  12,420   $  12,467   $  13,463   $   3,680   $     198   $      18
  Mortality and expense
    risk charge               (1,934)     (1,394)       (784)       (395)        (43)        (30)
  Net realized gain
    (loss) on investments      9,610       4,626       5,338       1,462         227          66
  Net change in
    unrealized
    appreciation              11,494       7,840       5,019       3,825         442         175
                           ---------   ---------   ---------   ---------   ---------   ---------
NET CHANGE IN NET ASSETS
  RESULTING FROM
  OPERATIONS                  31,590      23,539      23,036       8,572         824         229
 
UNIT TRANSACTIONS:
  Purchases                   37,076      32,687      28,799      22,046       1,905         969
  Redemptions                (30,507)    (13,315)    (13,657)     (4,576)       (757)       (435)
                           ---------   ---------   ---------   ---------   ---------   ---------
NET UNIT TRANSACTIONS          6,569      19,372      15,142      17,470       1,148         534
                           ---------   ---------   ---------   ---------   ---------   ---------
TOTAL CHANGE IN NET
  ASSETS                      38,159      42,911      38,178      26,042       1,972         763
 
NET ASSETS AT BEGINNING
  OF YEAR                    132,558      89,647      45,106      19,064       2,649       1,886
                           ---------   ---------   ---------   ---------   ---------   ---------
NET ASSETS AT END OF YEAR  $ 170,717   $ 132,558   $  83,284   $  45,106   $   4,621   $   2,649
                           ---------   ---------   ---------   ---------   ---------   ---------
                           ---------   ---------   ---------   ---------   ---------   ---------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  For the period from May 1, 1997 (inception date) to December 31, 1997.
 
                       See Notes to Financial Statements
 
                                      -12-
<PAGE>
 
<TABLE>
<CAPTION>
                                                             SUB-ACCOUNTS
                           ---------------------------------------------------------------------------------
 
                                                                            SAFECO
                                  SAFECO                  SAFECO             SMALL            SCUDDER
                                   BOND                    MMKT             COMPANY            INT'L
                           ---------------------   ---------------------   ---------   ---------------------
                             1997        1996        1997        1996        1997*       1997        1996
- ------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>         <C>
OPERATIONS:
  Dividend income          $     509   $     495   $     172   $     241   $      6    $     349   $     219
  Mortality and expense
    risk charge                 (113)       (111)        (43)        (63)        --         (204)       (142)
  Net realized gain
    (loss) on investments       (143)        (20)         --          --          1        1,473         173
  Net change in
    unrealized
    appreciation                 371        (425)         --          --         (5)        (467)      1,164
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
NET CHANGE IN NET ASSETS
  RESULTING FROM
  OPERATIONS                     624         (61)        129         178          2        1,151       1,414
 
UNIT TRANSACTIONS:
  Purchases                    1,459       1,555      14,068      10,520        220        7,878       5,680
  Redemptions                 (1,494)     (1,150)    (16,594)    (10,042)       (46)      (6,231)     (1,518)
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
NET UNIT TRANSACTIONS            (35)        405      (2,526)        478        174        1,647       4,162
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL CHANGE IN NET
  ASSETS                         589         344      (2,397)        656        176        2,798       5,576
 
NET ASSETS AT BEGINNING
  OF YEAR                      9,063       8,719       5,098       4,442         --       13,887       8,311
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
NET ASSETS AT END OF YEAR  $   9,652   $   9,063   $   2,701   $   5,098   $    176    $  16,685   $  13,887
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
                           ---------   ---------   ---------   ---------   ---------   ---------   ---------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  For the period from May 1, 1997 (inception date) to December 31, 1997.
 
                       See Notes to Financial Statements
 
                                      -13-
<PAGE>
               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                        YEAR OR PERIOD ENDED DECEMBER 31
 
<TABLE>
<CAPTION>
                                                       SUB-ACCOUNTS
                           ---------------------------------------------------------------------
 
                                                            LEX                     LEX
                                  SCUDDER                 NATURAL                EMERGING
                                 BALANCED                RESOURCES                MARKETS
                           ---------------------   ---------------------   ---------------------
(In Thousands)               1997        1996        1997        1996#       1997        1996#
- ------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
OPERATIONS:
  Dividend income          $     672   $     249   $      21   $      1    $      --   $     --
  Mortality and expense
    risk charge                 (121)        (70)         (8)        (3)          (4)        (1)
  Net realized gain
    (loss) on investments        350         218          42          9            3         --
  Net change in
    unrealized
    appreciation               1,044         148          (6)        38          (49)        (5)
                           ---------   ---------   ---------   ---------   ---------   ---------
NET CHANGE IN NET ASSETS
  RESULTING FROM
  OPERATIONS                   1,945         545          49         45          (50)        (6)
 
UNIT TRANSACTIONS:
  Purchases                    4,296       4,418         450        344          299        207
  Redemptions                 (1,677)       (966)       (206)        (5)        (211)        (1)
                           ---------   ---------   ---------   ---------   ---------   ---------
NET UNIT TRANSACTIONS          2,619       3,452         244        339           88        206
                           ---------   ---------   ---------   ---------   ---------   ---------
TOTAL CHANGE IN NET
  ASSETS                       4,564       3,997         293        384           38        200
 
NET ASSETS AT BEGINNING
  OF YEAR                      7,280       3,283         384         --          200         --
                           ---------   ---------   ---------   ---------   ---------   ---------
NET ASSETS AT END OF YEAR  $  11,844   $   7,280   $     677   $    384    $     238   $    200
                           ---------   ---------   ---------   ---------   ---------   ---------
                           ---------   ---------   ---------   ---------   ---------   ---------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  For the period from May 1, 1997 (inception date) to December 31, 1997.
  #  For the period from February 15, 1996 (inception date) to December 31,
     1996.
 
                       See Notes to Financial Statements
 
                                      -14-
<PAGE>
 
<TABLE>
<CAPTION>
                                                               SUB-ACCOUNTS
                           -------------------------------------------------------------------------------------
 
                                                         FED
                                   FED                  HIGH                   FED             AMC        AMC
                                 UTILITY               INCOME                 INT'L          BALANCED    INT'L
                           -------------------   -------------------   -------------------   --------   --------
                             1997      1996#       1997      1996#       1997      1996#      1997*      1997*
- ----------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
OPERATIONS:
  Dividend income          $     16   $     6    $     15   $     5    $     --   $    --    $    --    $     --
  Mortality and expense
    risk charge                  (6)       (2)         (4)       --          (3)       --         (1)         (1)
  Net realized gain
    (loss) on investments        15        --           5        --           1        --          1          --
  Net change in
    unrealized
    appreciation                 97        20          24         4          14         1          1          (3)
                           --------   --------   --------   --------   --------       ---    --------   --------
NET CHANGE IN NET ASSETS
  RESULTING FROM
  OPERATIONS                    122        24          40         9          12         1          1          (4)
 
UNIT TRANSACTIONS:
  Purchases                     431       265         682       109         273        43        363         492
  Redemptions                   (77)       (9)        (77)       (3)        (18)       (1)       (16)        (38)
                           --------   --------   --------   --------   --------       ---    --------   --------
NET UNIT TRANSACTIONS           354       256         605       106         255        42        347         454
                           --------   --------   --------   --------   --------       ---    --------   --------
TOTAL CHANGE IN NET
  ASSETS                        476       280         645       115         267        43        348         450
 
NET ASSETS AT BEGINNING
  OF YEAR                       280        --         115        --          43        --         --          --
                           --------   --------   --------   --------   --------       ---    --------   --------
NET ASSETS AT END OF YEAR  $    756   $   280    $    760   $   115    $    310   $    43    $   348    $    450
                           --------   --------   --------   --------   --------       ---    --------   --------
                           --------   --------   --------   --------   --------       ---    --------   --------
</TABLE>
 
- --------------------------------------------------------------------------------
 
  *  For the period from May 1, 1997 (inception date) to December 31, 1997.
  #  For the period from February 15, 1996 (inception date) to December 31,
     1996.
 
                       See Notes to Financial Statements
 
                                      -15-
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
 
1.  ORGANIZATION
 
SAFECO Resource Variable Account B (the Separate Account) is registered under
the Investment Company Act of 1940, as amended, as a segregated unit investment
trust of SAFECO Life Insurance Company (SAFECO), a wholly-owned subsidiary of
SAFECO Corporation. Purchasers of various SAFECO variable annuity products
direct their investment to one or more of the sub-accounts of the Separate
Account. Each sub-account invests in shares of a designated portfolio as
indicated below. Not all sub-accounts are available in all SAFECO variable
annuity products.
 
<TABLE>
<CAPTION>
SUB-ACCOUNTS                                                    UNDERLYING PORTFOLIOS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>       <C>
                                                                   SAFECO Resource Series Trust
SAFECO Resource Equity (SAFECO Equity)                                    Equity Portfolio
SAFECO Resource Growth (SAFECO Growth)                                    Growth Portfolio
SAFECO Resource Northwest (SAFECO NW)                                     Northwest Portfolio
SAFECO Resource Bond (SAFECO Bond)                                        Bond Portfolio
SAFECO Resource Money Market (SAFECO MMKT)                                Money Market Portfolio
SAFECO Resource Small Company Stock (SAFECO Small Company)                Small Company Stock Portfolio
 
                                                                  Scudder Variable Life Investment Fund
Scudder International (SCUDDER Int'l)                                     International Portfolio
Scudder Balanced                                                          Balanced Portfolio
 
                                                                Lexington Natural Resources Trust
Lexington Natural Resources (LEX Natural Resources)                       Natural Resources Portfolio
 
                                                                Lexington Emerging Markets Fund, Inc.
Lexington Emerging Markets (LEX Emerging Markets)                         Emerging Markets Portfolio
 
                                                                Federated Insurance Series
Federated Utility (FED Utility)                                           Utility Fund II
Federated High Income Bond (FED High Income)                              High Income Bond Fund II
Federated International Equity (FED Int'l)                                International Equity Fund II
 
                                                                 American Century Variable Portfolios, Inc.
American Century Balanced (AMC Balanced)                                  VP Balanced Portfolio
American Century International (AMC Int'l)                                VP International Portfolio
</TABLE>
 
                                      -16-
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
The following is a summary of significant accounting policies consistently
followed by the Separate Account in the preparation of its financial statements.
These policies are in conformity with generally accepted accounting principles,
which permit management to make certain estimates and assumptions at the date of
the financial statements.
 
SECURITY VALUATION.  Investments in portfolio shares are carried in the
statement of assets and liabilities at net asset value as reported by the
underlying portfolio. Realized gains or losses on securities transactions are
determined using the First-In First-Out (FIFO) cost method. Security
transactions are recorded on the trade date.
 
DISTRIBUTIONS.  The net investment income and realized capital gains of the
Separate Account are not distributed, but are retained and reinvested for the
benefit of accumulation unit owners.
 
FEDERAL INCOME TAX.  Operations of the Separate Account are included in the
federal income tax return of SAFECO, which is taxed as a "life insurance
company" under the Internal Revenue Code. Under current federal income tax law,
no income taxes are payable with respect to operations of the Separate Account.
 
3.  EXPENSES
 
SAFECO assumes mortality and expense risks related to the operations of the
Separate Account. SAFECO deducts a daily charge from the assets of the Separate
Account to cover these risks. This charge is, on an annual basis, equal to a
rate of 1.25% of the daily net assets of the Separate Account.
 
There may be fees deducted by SAFECO from a contractholder's account and not
directly from the Separate Account. These fees may vary by product.
 
4.  INVESTMENT TRANSACTIONS
 
Purchase and sales activity in underlying portfolio shares for the year ended
December 31, 1997 was as follows:
 
<TABLE>
<CAPTION>
(In Thousands)
SUB-ACCOUNT                                                                                   PURCHASES      SALES
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>         <C>
SAFECO Equity                                                                                 $  50,277  $  33,178
SAFECO Growth                                                                                    42,786     14,921
SAFECO NW                                                                                         2,195        890
SAFECO Bond                                                                                       2,097      1,735
SAFECO MMKT                                                                                      15,049     17,449
SAFECO Small Company                                                                                226*        46*
SCUDDER Int'l                                                                                     8,480      6,685
SCUDDER Balanced                                                                                  5,122      1,948
LEX Natural Resources                                                                               480        222
LEX Emerging Markets                                                                                300        216
FED Utility                                                                                         594        229
FED High Income                                                                                     698         81
FED Int'l                                                                                           350         98
AMC Balanced                                                                                        368*        22*
AMC Int'l                                                                                           508*        54*
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* For the period from May 1, 1997 (inception date) to December 31, 1997.
 
                                      -17-
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
 
5.  HISTORICAL ACCUMULATION UNIT VALUES
 
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31
                                                             -----------------------------------------------------
SUB-ACCOUNT                                                       1997       1996       1995       1994       1993
- ------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>        <C>        <C>
SAFECO Equity                                                $  49.122  $  39.829  $  32.321  $  25.424  $  23.630
SAFECO Growth                                                   38.686     27.082     20.756     14.897     13.480
SAFECO NW                                                       15.493     11.968     10.777     10.156      9.923
SAFECO Bond                                                     19.265     17.991     18.117     15.559     16.253
SAFECO MMKT                                                     15.509     14.944     14.417     13.837     13.516
SAFECO Small Company*                                           12.759         --         --         --         --
SCUDDER Int'l                                                   14.094     13.083     11.540     10.519     10.743
SCUDDER Balanced                                                17.080     13.919     12.596     10.066     10.346
LEX Natural Resources**                                         14.996     14.169         --         --         --
LEX Emerging Markets**                                           8.703      9.968         --         --         --
FED Utility**                                                   15.144     12.106         --         --         --
FED High Income**                                               12.290     10.933         --         --         --
FED Int'l**                                                     12.017     11.052         --         --         --
AMC Balanced*                                                    8.185         --         --         --         --
AMC Int'l*                                                       6.793         --         --         --         --
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 * Unit value on the inception date (May 1, 1997) was $10.000, $7.160, and
   $6.200, for the SAFECO Small Company, AMC Balanced and AMC Int'l
   Sub-accounts, respectively.
 
** Unit value on the inception date (February 15, 1996) was $11.920, $10.540,
   $11.410, $10.050, and $10.480, for the LEX Natural Resources, LEX Emerging
   Markets, FED Utility, FED High Income, and FED Int'l Sub-accounts,
   respectively.
 
                                      -18-
<PAGE>
                   AUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
                         SAFECO LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
 
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
                                      A-19
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   -----
 
<S>                                                                                             <C>
Report of Independent Auditors................................................................        A-21
 
Consolidated Financial Statements
 
    Consolidated Balance Sheet................................................................        A-22
 
    Statement of Consolidated Income..........................................................        A-23
 
    Statement of Changes in Shareholder's Equity..............................................        A-24
 
    Statement of Consolidated Cash Flows......................................................        A-25
 
    Notes to Consolidated Financial Statements................................................        A-27
</TABLE>
 
                                      A-20
<PAGE>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
Board of Directors
SAFECO Life Insurance Company
 
We have audited the accompanying consolidated balance sheet of SAFECO Life
Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the
related statements of consolidated income, changes in shareholder's equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SAFECO Life
Insurance Company and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
 
As described in Note 1 to the Consolidated Financial Statements, SAFECO Life
Insurance Company and subsidiaries adopted certain new accounting standards in
1995 as required by the Financial Accounting Standards Board.
 
                                                           /s/ Ernst & Young LLP
 
Seattle, Washington
February 13, 1998
 
                                      A-21
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
 
<TABLE>
<CAPTION>
                                                                                    DECEMBER 31
                                                                              ------------------------
                                                                                 1997         1996
                                                                              -----------  -----------
<S>                                                                           <C>          <C>
ASSETS
Investments (Note 3):
  Fixed Maturities Available-for-Sale, at Market Value
    (Amortized Cost: 1997-$8,901,583; 1996-$7,597,733)......................  $ 9,401,886  $ 7,853,553
  Fixed Maturities Held-to-Maturity, at Amortized Cost
    (Market Value: 1997-$3,159,888; 1996-$2,670,004)........................    2,708,558    2,488,324
  Marketable Equity Securities, at Market Value
    (Cost: 1997-$10,651; 1996-$9,629).......................................       15,552       18,902
  First Mortgage Loans on Real Estate:
    Nonaffiliates (At cost, less allowance for losses:
      1997-$11,609; 1996-$10,943)...........................................      475,975      447,596
    Affiliates..............................................................      175,183      140,743
  Real Estate...............................................................        3,399        4,134
  Policy Loans..............................................................       60,249       58,153
  Short-Term Investments (At cost which approximates market)................       56,374       69,878
  Investment in Limited Partnerships........................................          250          250
                                                                              -----------  -----------
    Total Investments.......................................................   12,897,426   11,081,533
Cash........................................................................      244,512       19,136
Accrued Investment Income...................................................      181,757      159,790
Accounts and Notes Receivable (At cost, less allowance
  for doubtful accounts: 1997-$78; 1996-$85)................................       48,204       23,582
Reinsurance Recoverables (Note 6)...........................................       28,515       25,204
Deferred Policy Acquisition Costs (Net of valuation
  allowance: 1997-$35,349; 1996-$19,040)....................................      239,843      240,464
Present Value of Future Profits.............................................       13,239      --
Other Assets................................................................       63,544        5,497
Current Income Taxes Recoverable (Note 10)..................................      --               792
Assets Held in Separate Accounts............................................      905,417      491,212
                                                                              -----------  -----------
        Total Assets........................................................  $14,622,457  $12,047,210
                                                                              -----------  -----------
                                                                              -----------  -----------
 
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Policy and Contract Liabilities (Note 6):
    Future Policy Benefits..................................................  $   151,675  $   149,624
    Policy and Contract Claims..............................................       37,688       29,155
    Premiums Paid in Advance................................................        9,145        8,846
    Funds Held Under Deposit Contracts......................................   11,539,473    9,792,730
    Other Policyholders' Funds..............................................      166,759      134,422
                                                                              -----------  -----------
      Total Policy and Contract Liabilities.................................   11,904,740   10,114,777
  Other Liabilities.........................................................      125,247       76,089
  Federal Income Taxes (Note 10):
    Current.................................................................       19,192      --
    Deferred (Includes tax on unrealized appreciation of investment
     securities: 1997-$164,449; 1996-$86,120)...............................      179,296      103,648
  Liabilities Related to Separate Accounts..................................      905,417      491,212
                                                                              -----------  -----------
      Total Liabilities.....................................................   13,133,892   10,785,726
                                                                              -----------  -----------
Shareholder's Equity:
  Common Stock, $250 Par Value;
    20,000 Shares Authorized, Issued and Outstanding........................        5,000        5,000
  Additional Paid-In Capital................................................       85,000       85,000
  Retained Earnings (Note 8)................................................    1,093,048    1,011,439
  Unrealized Appreciation of Investment Securities, Net of Tax (Note 3).....      305,517      160,045
                                                                              -----------  -----------
      Total Shareholder's Equity............................................    1,488,565    1,261,484
                                                                              -----------  -----------
        Total Liabilities and Shareholder's Equity..........................  $14,622,457  $12,047,210
                                                                              -----------  -----------
                                                                              -----------  -----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-22
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                  ----------------------------------
                                                                     1997        1996        1995
                                                                  ----------  ----------  ----------
<S>                                                               <C>         <C>         <C>
Revenues:
  Premiums......................................................  $  240,595  $  240,100  $  237,025
  Investment Income:
    Interest on Fixed Maturities................................     830,837     767,309     716,510
    Interest on Mortgage Loans..................................      56,232      52,127      51,912
    Interest on Short-Term Investments..........................       3,419       2,935       4,017
    Dividends from Marketable Equity Securities.................       1,044         843       1,387
    Dividends from Redeemable Preferred Stock...................      16,026      12,654       3,065
    Other Investment Income.....................................       3,843       3,879       4,155
                                                                  ----------  ----------  ----------
 
        Total...................................................     911,401     839,747     781,046
    Less Investment Expenses....................................       3,485       3,709       3,546
                                                                  ----------  ----------  ----------
 
  Net Investment Income.........................................     907,916     836,038     777,500
                                                                  ----------  ----------  ----------
 
  Other Revenue.................................................      21,751      12,933      11,608
  Realized Investment Gain (Note 3).............................       6,807      10,439       5,676
                                                                  ----------  ----------  ----------
 
        Total...................................................   1,177,069   1,099,510   1,031,809
                                                                  ----------  ----------  ----------
 
Benefits and Expenses:
  Policy Benefits...............................................     844,926     782,213     723,466
  Commissions...................................................      93,681      74,724      79,163
  Personnel Costs...............................................      48,503      43,609      42,314
  Taxes Other Than Payroll and Income Taxes.....................      11,817      15,512       7,913
  Other Operating Expenses......................................      46,639      45,224      42,978
  Amortization of Deferred Policy Acquisition Costs.............      36,946      35,652      32,376
  Deferral of Policy Acquisition Costs..........................     (53,068)    (42,426)    (35,347)
                                                                  ----------  ----------  ----------
 
        Total...................................................   1,029,444     954,508     892,863
                                                                  ----------  ----------  ----------
 
Income before Federal Income Taxes..............................     147,625     145,002     138,946
                                                                  ----------  ----------  ----------
 
Provision (Benefit) for Federal Income Taxes (Note 10):
  Current.......................................................      54,705      57,417      61,830
  Deferred......................................................      (4,689)     (6,471)    (13,800)
                                                                  ----------  ----------  ----------
 
        Total...................................................      50,016      50,946      48,030
                                                                  ----------  ----------  ----------
 
Net Income......................................................  $   97,609  $   94,056  $   90,916
                                                                  ----------  ----------  ----------
                                                                  ----------  ----------  ----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-23
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                  ----------------------------------
                                                                     1997        1996        1995
                                                                  ----------  ----------  ----------
 
<S>                                                               <C>         <C>         <C>
Common Stock....................................................  $    5,000  $    5,000  $    5,000
                                                                  ----------  ----------  ----------
Additional Paid-In Capital......................................      85,000      85,000      85,000
                                                                  ----------  ----------  ----------
Retained Earnings:
      Balance at the Beginning of Year..........................   1,011,439     921,383     834,467
      Net Income................................................      97,609      94,056      90,916
      Dividends to Parent.......................................     (16,000)     (4,000)     (4,000)
                                                                  ----------  ----------  ----------
      Balance at the End of Year................................   1,093,048   1,011,439     921,383
                                                                  ----------  ----------  ----------
Unrealized Appreciation of Investment Securities, Net of Tax
  (Note 3):
      Balance at the Beginning of Year..........................     160,045     320,452    (126,229)
      Change in Unrealized Appreciation.........................     156,073    (175,861)    474,511
      Change in Deferred Policy Acquisition Costs Valuation
        Allowance...............................................     (10,601)     15,454     (27,830)
                                                                  ----------  ----------  ----------
      Balance at the End of Year................................     305,517     160,045     320,452
                                                                  ----------  ----------  ----------
        Shareholder's Equity....................................  $1,488,565  $1,261,484  $1,331,835
                                                                  ----------  ----------  ----------
                                                                  ----------  ----------  ----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-24
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                                                -------------------------------------
                                                                   1997         1996         1995
                                                                -----------  -----------  -----------
<S>                                                             <C>          <C>          <C>
OPERATING ACTIVITIES:
  Insurance Premiums Received.................................  $   216,089  $   216,801  $   216,269
  Dividends and Interest Received.............................      819,433      754,878      703,053
  Other Operating Receipts....................................       19,299       12,948       10,607
  Insurance Claims and Policy Benefits Paid...................     (353,227)    (302,955)    (272,206)
  Underwriting, Acquisition and Insurance Operating Costs
    Paid......................................................     (202,077)    (172,251)    (169,904)
  Income Taxes Paid...........................................      (36,140)     (71,255)     (61,247)
                                                                -----------  -----------  -----------
      Net Cash Provided by Operating Activities...............      463,377      438,166      426,572
                                                                -----------  -----------  -----------
INVESTING ACTIVITIES:
  Purchases of:
    Fixed Maturities Available-for-Sale.......................   (1,891,778)  (1,544,998)  (1,424,510)
    Fixed Maturities Held-to-Maturity.........................     (199,589)    (473,206)    (291,965)
    Purchase of Subsidiary, Net of Cash Acquired..............      116,122      --           --
    Marketable Equity Securities..............................       (5,773)        (272)        (260)
    Other Investments.........................................          (15)         (15)         (14)
    Policy and Nonaffiliated Mortgage Loans...................      (96,019)     (85,485)     (55,302)
    Affiliated Mortgage Loans.................................      (40,000)     (34,650)     (12,643)
  Maturities of Fixed Maturities Available-for-Sale...........      435,788      466,509      375,291
  Maturities of Fixed Maturities Held-to-Maturity.............        8,907       21,694       17,878
  Sales of:
    Fixed Maturities Available-for-Sale.......................      869,091      721,229      327,160
    Fixed Maturities Held-to-Maturity.........................      --            13,316      --
    Marketable Equity Securities..............................       11,185       10,394        2,172
    Other Investments.........................................        2,000        1,100          180
    Real Estate...............................................          639        1,086          876
    Policy and Nonaffiliated Mortgage Loans...................       61,159       48,341       50,734
    Affiliated Mortgage Loans.................................        5,560       31,730        8,977
  Net (Increase) Decrease in Short-Term Investments...........       11,519       (1,250)      (5,811)
  Other.......................................................      (50,141)        (747)        (122)
                                                                -----------  -----------  -----------
      Net Cash Used in Investing Activities...................     (761,345)    (825,224)  (1,007,359)
                                                                -----------  -----------  -----------
FINANCING ACTIVITIES:
  Funds Received Under Deposit Contracts......................    1,392,517    1,148,590    1,304,665
  Return of Funds Held Under Deposit Contracts................     (861,221)    (765,480)    (720,845)
  Dividends to Parent.........................................      (13,000)      (4,000)      (4,000)
  Net Proceeds from (Repayment of) Short-Term Borrowings......        5,048       (7,802)       9,143
                                                                -----------  -----------  -----------
      Net Cash Provided by Financing Activities...............      523,344      371,308      588,963
                                                                -----------  -----------  -----------
Net Increase (Decrease) in Cash...............................      225,376      (15,750)       8,176
Cash at Beginning of Year.....................................       19,136       34,886       26,710
                                                                -----------  -----------  -----------
Cash at End of Year...........................................  $   244,512  $    19,136  $    34,886
                                                                -----------  -----------  -----------
                                                                -----------  -----------  -----------
</TABLE>
 
For purposes of reporting cash flows, cash consists of balances on hand and on
deposit in banks and financial institutions.
 
                 See Notes to Consolidated Financial Statements
 
                                      A-25
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS --
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                       -------------------------------
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Net Income...........................................................  $  97,609  $  94,056  $  90,916
                                                                       ---------  ---------  ---------
Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    Realized Investment Gain.........................................     (6,807)   (10,439)    (5,676)
    Amortization of Fixed Maturity Investments.......................    (24,929)   (26,811)   (26,050)
    Deferred Federal Income Tax Benefit..............................     (4,689)    (6,471)   (13,800)
    Interest Expense on Deposit Contracts............................    473,851    460,594    432,327
    Other............................................................     (7,877)       574      3,140
 
    Changes in:
      Future Policy Benefits.........................................      1,855     (4,466)    (1,232)
      Policy and Contract Claims.....................................      2,830      2,748     (2,643)
      Premiums Paid in Advance.......................................        299        637       (574)
      Deferred Policy Acquisition Costs..............................    (15,688)    (6,198)    (6,116)
      Accrued Investment Income......................................    (11,451)    (8,893)    (8,990)
      Accrued Interest on Accrual Bonds..............................    (48,354)   (44,015)   (36,908)
      Other Receivables..............................................     (5,467)    (8,639)    (2,353)
      Current Federal Income Taxes...................................     18,565    (13,839)       583
      Other Assets and Liabilities...................................     (2,350)     4,668        449
      Other Policyholders' Funds.....................................     (4,020)     4,660      3,499
                                                                       ---------  ---------  ---------
        Total Adjustments............................................    365,768    344,110    335,656
                                                                       ---------  ---------  ---------
Net Cash Provided by Operating Activities............................  $ 463,377  $ 438,166  $ 426,572
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-26
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in thousands, unless otherwise stated)
 
1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
   NATURE OF OPERATIONS.  SAFECO Life Insurance Company (the Company) is a stock
   life insurance company organized under the laws of the state of Washington.
   The Company offers individual and group insurance products, pension plans and
   annuity products, marketed through professional agents in all states and the
   District of Columbia. The Company directly owns three subsidiaries, SAFECO
   National Life Insurance Company, First SAFECO National Life Insurance Company
   of New York, and WM Life Insurance Company, and indirectly owns Empire Life
   Insurance Company. The Company acquired WM Life Insurance Company and Empire
   Life Insurance Company in 1997 (see Note 2). The Company is a wholly-owned
   subsidiary of SAFECO Corporation which is a Washington corporation whose
   subsidiaries engage primarily in insurance and financial service businesses.
 
   BASIS OF REPORTING.  The consolidated financial statements have been prepared
   in accordance with generally accepted accounting principles appropriate in
   the circumstances and include amounts based on the best estimates and
   judgments of management. The financial statements include SAFECO Life
   Insurance Company and its subsidiaries.
 
   All significant intercompany transactions have been eliminated in the
   consolidated financial statements. Certain reclassifications have been made
   to prior year financial information to conform to the 1997 classifications.
 
   ACCOUNTING FOR PREMIUMS.  Life and health insurance premiums are reported as
   income when collected for traditional individual life policies and when
   earned for group life and health policies. Funds received under pension
   deposit contracts, annuity contracts and universal life policies are recorded
   as liabilities rather than premium income when received. Revenues for
   universal life products consist of front-end loads, mortality charges and
   expense charges assessed against individual policyholder account balances.
   These loads and charges are recognized as income when earned.
 
   INVESTMENTS.  Fixed maturity investments (i.e., bonds and redeemable
   preferred stocks) which the Company has the positive intent and ability to
   hold to maturity are classified as held-to-maturity and carried at amortized
   cost in the balance sheet. Fixed maturities classified as available-for-sale
   are carried at market value, with changes in unrealized gains and losses
   recorded directly to shareholder's equity, net of applicable income taxes and
   deferred policy acquisition costs valuation allowance. The Company has no
   fixed maturities classified as trading.
 
   All marketable equity securities are classified as available-for-sale and
   carried at market value, with changes in unrealized gains and losses recorded
   directly to shareholder's equity, net of applicable income taxes.
 
   When the collectibility of income on certain investments is considered
   doubtful, they are placed on non-accrual status and thereafter interest
   income is recognized only when payment is received. Investments that have
   declined in market value below cost and for which the decline is judged to be
   other than temporary are written down to fair value. Writedowns are made
   directly on an individual security basis and reduce realized investment gains
   in the Statement of Consolidated Income.
 
   The cost of security investments sold is determined by the "identified cost"
   method.
 
   Mortgage loans are carried at outstanding principal balances, less an
   allowance for loan losses.
 
   REAL ESTATE AND DEPRECIATION.  Income-producing real estate is classified as
   an investment. The Company provides straight-line depreciation on its
   buildings based upon their estimated useful lives.
 
   Investment real estate that has declined in market value below cost and for
   which the decline is judged to be other than temporary is written down to
   estimated realizable value. Writedowns reduce realized investment gains in
   the Statement of Consolidated Income.
 
                                      A-27
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1 (continued)
   DEFERRED POLICY ACQUISITION COSTS.  Life and health acquisition costs,
   consisting of commissions and certain other underwriting expenses, which vary
   with and are primarily related to the production of new business, are
   deferred.
 
   Acquisition costs for pension deposit contracts, deferred annuity contracts
   and universal life policies are amortized over the lives of the contracts or
   policies in proportion to the present value of estimated future gross
   profits. To the extent actual experience differs from assumptions, and to the
   extent estimates of future gross profits require revision, the unamortized
   balance of deferred policy acquisition costs is adjusted accordingly; such
   adjustments would be included in current operations. There were no
   significant revisions made in 1997, 1996 or 1995.
 
   Acquisition costs for traditional individual life insurance policies are
   amortized over the premium payment period of the related policies using
   assumptions consistent with those used in computing policy benefit
   liabilities. Acquisition costs for group life and health policies are
   amortized over the lives of the policies in proportion to premium received.
 
   PRESENT VALUE OF FUTURE PROFITS.  The present value of future profits
   represents the actuarially determined present value of anticipated profits to
   be realized from annuity and life insurance business purchased. The present
   value was determined using a discount rate of 12.5%. For annuity contracts,
   amortization of the present value of future profits is in relation to the
   present value of the expected gross profits on the contracts, discounted
   using the interest rate credited to the underlying policies. The present
   value of future profits is reviewed periodically to determine that the
   unamortized portion does not exceed expected recoverable amounts. No
   impairment adjustments were recorded in 1997.
 
   OTHER ASSETS.  Call options on the S&P 500 index are purchased by the Company
   to hedge the growth in interest credited on equity indexed annuities sold.
   Premiums paid to purchase these call options are capitalized and included in
   other assets. Call option premiums are amortized as an expense over the term
   of the option on a straight-line basis. Gains and losses on these instruments
   are recorded in income when realized. The balance in other assets for call
   option premiums at December 31, 1997 is $21,232.
 
   The Financial Accounting Standards Board (FASB) has issued an exposure draft
   addressing accounting and disclosure requirements for derivative financial
   instruments. The Company's accounting treatment for options may change in the
   future based on the issuance of definitive guidance from the FASB.
 
   On December 31, 1997, the Company acquired Washington Mutual, Inc.' s life
   insurance subsidiaries, WM Life Insurance Company and Empire Life Insurance
   Company, and Washington Mutual, Inc. agreed to distribute the Company's
   annuity products through the Washington Mutual, Inc. multi-state banking
   network. The portion of this transaction relating to the distribution
   agreement is valued at $35 million and will be amortized on a straight-line
   basis over 15 years. The unamortized balance of $35 million is included in
   other assets.
 
   FUTURE POLICY BENEFITS.  Liabilities for universal life insurance policies,
   deferred annuity and pension deposit contracts are equal to the accumulated
   account value of such policies or contracts as of the valuation date.
   Liabilities for structured settlement annuities are based on interest rate
   assumptions using market rates at issue, graded downward over 40 years to a
   range of 5.5% to 8.75%.
 
   Liabilities for future policy benefits under traditional individual life
   insurance policies have been computed on the level premium method using
   interest, mortality and persistency assumptions based on actual experience
   modified to provide for adverse deviation. Interest assumptions range from
   8.5% graded to 3.25%.
 
   POLICY AND CONTRACT CLAIMS.  The liability for policy and contract claims is
   established on the basis of reported losses ("case basis" method). Provision
   is also made for claims incurred but not reported, based on historical
   experience. The estimates for claims incurred but not reported are
   continually reviewed and any necessary adjustments are reflected in current
   operations.
 
                                      A-28
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1 (continued)
   SEPARATE ACCOUNTS.  The Company administers segregated asset accounts for
   variable annuity and variable universal life clients. The assets of these
   Separate Accounts, which consist of common stocks, are the property of the
   Company. The liabilities of these Separate Accounts represent reserves
   established to meet withdrawal and future benefit payment provisions of
   contracts with these clients. The assets of the Separate Accounts, equal to
   the reserves and other contract liabilities of the Separate Accounts, are not
   chargeable with liabilities arising out of any other business the Company may
   conduct. Investment risks associated with market value changes are borne by
   the clients. Deposits, withdrawals, net investment income and realized and
   unrealized capital gains and losses on the assets of the Separate Account are
   not reflected in the Statement of Consolidated Income. Management fees and
   other charges assessed against the contracts are included in other revenue.
 
   FEDERAL INCOME TAXES.  The Company and its subsidiaries, except for WM Life
   Insurance Company and Empire Life Insurance Company, are included in a
   consolidated federal income tax return filed by SAFECO Corporation. Tax
   payments (credits) are made to or received from SAFECO Corporation on a
   separate tax return filing basis. The Company provides for federal income
   taxes based on financial reporting income and deferred federal income taxes
   on temporary differences between financial reporting and taxable income.
 
   NEW ACCOUNTING STANDARDS.  In 1993, the FASB adopted Statement 114,
   "Accounting by Creditors for Impairment of a Loan," which provides guidance
   on valuing impaired loans. The FASB also issued Statement 118, "Accounting by
   Creditors for Impairment of a Loan -- Income Recognition and Disclosures," in
   1994, which amends Statement 114. Both statements were effective for 1995 and
   adopted by the Company on January 1, 1995. Adoption did not affect net
   income. For additional disclosure relating to these two statements, see Note
   3.
 
   In June of 1997, the FASB issued Statement 130, "Reporting Comprehensive
   Income." Statement 130 is effective for fiscal years beginning after December
   15, 1997 and the Company will adopt it in the first quarter of 1998. Adoption
   will have no effect on net income but will require the reporting of
   "comprehensive income," which will include net income and certain items
   currently reported in shareholder's equity.
 
   The FASB issued Statement 131, "Disclosures about Segments of an Enterprise
   and Related Information," in June of 1997. Statement 131 changes the way
   information about business segments is reported in annual financial
   statements and requires the reporting of selected segment information in
   interim reports. This statement is effective for financial statements for
   periods beginning after December 15, 1997, and the Company plans on providing
   the required segment information in its 1998 consolidated financial
   statements. This statement has no effect on net income.
 
2.  ACQUISITION
 
   On December 31, 1997, the Company acquired Washington Mutual, Inc.'s life
   insurance subsidiaries, WM Life Insurance Company and Empire Life Insurance
   Company for $105.8 million. The fair value of assets acquired, excluding
   cash, was $766,921, and the fair value of liabilities assumed was $882,226.
   The acquisition is being treated as a purchase for accounting purposes, and
   allocation of purchase price resulted in no goodwill. The transaction was
   financed through internal sources.
 
   The unaudited pro forma condensed results of operations presented below
   assume the acquisition of WM Life Insurance Company and Empire Life Insurance
   Company occurred at the beginning of 1996, and give effects to actual
   operating results prior to the acquisition. These pro forma results are not
   necessarily indicative of what actually would have occurred if the
   acquisition had been completed as of the beginning of 1996 nor are they
   necessarily indicative of future consolidated results.
 
                                      A-29
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 2 (continued)
   PRO FORMA INFORMATION -- UNAUDITED
 
<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31
                                          ------------------------
                                             1997         1996
                                          -----------  -----------
<S>                                       <C>          <C>
Revenues................................  $ 1,244,530  $ 1,162,614
Net income..............................      103,474       97,654
</TABLE>
 
3.  INVESTMENT SUMMARY
 
   A summary of fixed maturities and marketable equity securities classified as
   available-for-sale at December 31, 1997 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   604,305  $   61,328   $       (47)   $    61,281    $   665,586
States, municipalities and political
  subdivisions..........................      134,160      13,439          (720)        12,719        146,879
Foreign governments.....................      102,053       6,674            (7)         6,667        108,720
Public utilities........................    1,467,168     100,208        (1,175)        99,033      1,566,201
All other corporate bonds...............    3,803,982     186,502        (1,174)       185,328      3,989,310
Mortgage-backed securities..............    2,789,915     139,056        (3,781)       135,275      2,925,190
                                          -----------  -----------  ------------   ------------   -----------
Total fixed maturities classified as
  available-for-sale....................    8,901,583     507,207        (6,904)       500,303      9,401,886
Marketable equity securities............       10,651       4,906            (5)         4,901         15,552
                                          -----------  -----------  ------------   ------------   -----------
Total investment securities classified
  as available-for-sale.................  $ 8,912,234  $  512,113   $    (6,909)       505,204    $ 9,417,438
                                          -----------  -----------  ------------                  -----------
                                          -----------  -----------  ------------                  -----------
Deferred policy acquisition costs
  valuation allowance...........................................................       (35,349)
Applicable federal income tax...................................................      (164,338)
                                                                                   ------------
Unrealized appreciation of investment
  securities, net of tax, included in
  shareholder's equity..........................................................   $   305,517
                                                                                   ------------
                                                                                   ------------
</TABLE>
 
   A summary of fixed maturities classified as held-to-maturity at December 31,
   1997 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   257,881  $   74,238   $   --         $    74,238    $   332,119
States, municipalities and political
  subdivisions..........................      120,345      14,917       --              14,917        135,262
Foreign governments.....................      148,903      40,306       --              40,306        189,209
Public utilities........................      417,519      78,330       --              78,330        495,849
All other corporate bonds...............    1,462,968     208,201          (142)       208,059      1,671,027
Mortgage-backed securities..............      300,942      35,574           (94)        35,480        336,422
                                          -----------  -----------       ------    ------------   -----------
Total fixed maturities classified as
  held-to-maturity......................  $ 2,708,558  $  451,566   $      (236)   $   451,330    $ 3,159,888
                                          -----------  -----------       ------    ------------   -----------
                                          -----------  -----------       ------    ------------   -----------
</TABLE>
 
                                      A-30
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   A summary of fixed maturities and marketable equity securities classified as
   available-for-sale at December 31, 1996 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   746,401  $   38,689   $    (1,915)   $    36,774    $   783,175
States, municipalities and political
  subdivisions..........................      131,538      11,192        (1,009)        10,183        141,721
Foreign governments.....................       74,427       4,575            (7)         4,568         78,995
Public utilities........................    1,428,912      72,384        (7,220)        65,164      1,494,076
All other corporate bonds...............    2,707,297     100,673       (15,464)        85,209      2,792,506
Mortgage-backed securities..............    2,509,158      72,485       (18,563)        53,922      2,563,080
                                          -----------  -----------  ------------   ------------   -----------
Total fixed maturities classified as
  available-for-sale....................    7,597,733     299,998       (44,178)       255,820      7,853,553
Marketable equity securities............        9,629       9,518          (245)         9,273         18,902
                                          -----------  -----------  ------------   ------------   -----------
Total investment securities classified
  as available-for-sale.................  $ 7,607,362  $  309,516   $   (44,423)       265,093    $ 7,872,455
                                          -----------  -----------  ------------                  -----------
                                          -----------  -----------  ------------                  -----------
Deferred policy acquisition costs
  valuation allowance...........................................................       (19,040)
Applicable federal income tax...................................................       (86,008)
                                                                                   ------------
Unrealized appreciation of investment
  securities, net of tax, included in
  shareholder's equity..........................................................   $   160,045
                                                                                   ------------
                                                                                   ------------
</TABLE>
 
   A summary of fixed maturities classified as held-to-maturity at December 31,
   1996 follows:
 
<TABLE>
<CAPTION>
                                                             GROSS        GROSS         NET       ESTIMATED
                                              AMORTIZED   UNREALIZED   UNREALIZED   UNREALIZED     MARKET
                                                COST         GAINS       LOSSES        GAIN         VALUE
                                             -----------  -----------  -----------  -----------  -----------
<S>                                          <C>          <C>          <C>          <C>          <C>
United States government and government
  agencies and authorities.................  $   244,686   $  29,559    $    (396)   $  29,163   $   273,849
States, municipalities and political
  subdivisions.............................      103,075       3,797         (664)       3,133       106,208
Foreign governments........................      148,300      24,403       --           24,403       172,703
Public utilities...........................      545,249      48,130       (4,279)      43,851       589,100
All other corporate bonds..................    1,155,146      82,922       (9,495)      73,427     1,228,573
Mortgage-backed securities.................      291,868      13,110       (5,407)       7,703       299,571
                                             -----------  -----------  -----------  -----------  -----------
Total fixed maturities classified as
  held-to-maturity.........................  $ 2,488,324   $ 201,921    $ (20,241)   $ 181,680   $ 2,670,004
                                             -----------  -----------  -----------  -----------  -----------
                                             -----------  -----------  -----------  -----------  -----------
</TABLE>
 
                                      A-31
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The amortized cost and estimated market value of fixed maturities at December
   31, 1997, by contractual maturity, are presented below. Expected maturities
   may differ from contractual maturities because certain borrowers have the
   right to call or prepay obligations with or without call or prepayment
   penalties.
 
<TABLE>
<CAPTION>
                                                           AVAILABLE-FOR-SALE         HELD-TO-MATURITY
                                                        ------------------------  ------------------------
                                                                      ESTIMATED                 ESTIMATED
                                                         AMORTIZED     MARKET      AMORTIZED     MARKET
                                                           COST         VALUE        COST         VALUE
                                                        -----------  -----------  -----------  -----------
<S>                                                     <C>          <C>          <C>          <C>
Due in one year or less...............................  $   243,954  $   245,140  $   --       $   --
Due after one year through five years.................    1,886,758    1,959,986            3            4
Due after five years through ten years................    1,268,615    1,320,613       49,128       56,715
Due after ten years...................................    2,712,341    2,950,957    2,358,485    2,766,747
Mortgage-backed securities............................    2,789,915    2,925,190      300,942      336,422
                                                        -----------  -----------  -----------  -----------
    Total.............................................  $ 8,901,583  $ 9,401,886  $ 2,708,558  $ 3,159,888
                                                        -----------  -----------  -----------  -----------
                                                        -----------  -----------  -----------  -----------
</TABLE>
 
   At December 31, 1997 and 1996, the Company held below investment grade fixed
   maturities of $316 million and $242 million at amortized cost, respectively.
   The respective market values of these investments were approximately $329
   million and $239 million. These holdings amounted to 2.6% and 2.3% of the
   Company's investments in fixed maturities at market value at December 31,
   1997 and 1996, respectively.
 
   Certain fixed maturity securities with an amortized cost of $7,543 and $4,648
   at December 31, 1997 and 1996, respectively, were on deposit with various
   regulatory authorities to meet requirements of insurance and financial codes.
 
   At December 31, 1997 and 1996, mortgage loans constituted approximately 4.5%
   and 4.9% of total assets, respectively, and are secured by first mortgage
   liens on income-producing commercial real estate, primarily in the retail,
   industrial and office building sectors. The majority of the properties are
   located in the western United States, with 39% of the total in California.
   Individual loans generally do not exceed $5 million.
 
   The carrying value of investments in fixed maturities and mortgage loans that
   did not produce income during the year ended December 31, 1997 is less than
   one percent of the total of such investments.
 
   The proceeds from sales of investment securities and related gains and losses
   for 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1997
                                                      ------------------------------------------------------
                                                      FIXED MATURITIES   FIXED MATURITIES     MARKETABLE
                                                      AVAILABLE-FOR-SALE HELD-TO-MATURITY  EQUITY SECURITIES
                                                      -----------------  ----------------  -----------------
<S>                                                   <C>                <C>               <C>
Proceeds from sales.................................     $   869,091        $   --             $  11,185
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
Gross realized gains on sales.......................     $     5,805        $   --             $   6,832
Gross realized losses on sales......................          (9,410)           --                  (397)
                                                      -----------------       --------          --------
    Realized gains (losses) on sales................          (3,605)           --                 6,435
Other (Including net gain on calls and
  redemptions)......................................           5,074            --                --
Writedowns (Including writedowns on securities
  subsequently sold)................................            (197)           --                --
                                                      -----------------       --------          --------
Total realized gain.................................     $     1,272        $   --             $   6,435
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
</TABLE>
 
                                      A-32
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The proceeds from sales of investment securities and related gains and losses
   for 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1996
                                                      ------------------------------------------------------
                                                      FIXED MATURITIES   FIXED MATURITIES     MARKETABLE
                                                      AVAILABLE-FOR-SALE HELD-TO-MATURITY  EQUITY SECURITIES
                                                      -----------------  ----------------  -----------------
<S>                                                   <C>                <C>               <C>
Proceeds from sales.................................     $   721,229        $   13,316         $  10,394
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
Gross realized gains on sales.......................     $    19,779        $   --             $   4,847
Gross realized losses on sales......................         (18,837)           (1,328)           --
                                                      -----------------       --------          --------
    Realized gains (losses) on sales................             942            (1,328)            4,847
Other (Including net gain or loss on calls and
  redemptions)......................................          13,687              (141)           --
Writedowns (Including writedowns on securities
  subsequently sold)................................          (5,465)           --                --
                                                      -----------------       --------          --------
Total realized gain (loss)..........................     $     9,164        $   (1,469)        $   4,847
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
</TABLE>
 
   Two fixed maturities classified as held-to-maturity were sold during 1996 due
   to evidence of a significant deterioration in credit quality. The amortized
   cost of these securities was $14,644, and the losses realized on these sales
   were $1,328.
 
   The proceeds from sales of investment securities and related gains and losses
   for 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1995
                                                      ------------------------------------------------------
                                                      FIXED MATURITIES   FIXED MATURITIES     MARKETABLE
                                                      AVAILABLE-FOR-SALE HELD-TO-MATURITY  EQUITY SECURITIES
                                                      -----------------  ----------------  -----------------
<S>                                                   <C>                <C>               <C>
Proceeds from sales.................................     $   327,160        $   --             $   2,172
                                                      -----------------       --------           -------
                                                      -----------------       --------           -------
Gross realized gains on sales.......................     $    16,366        $   --             $   1,253
Gross realized losses on sales......................          (4,336)           --                  (282)
                                                      -----------------       --------           -------
    Realized gains on sales.........................          12,030            --                   971
Other (Including net gain on calls and
  redemptions)......................................           7,833            --                --
Writedowns (Including writedowns on securities
  subsequently sold)................................         (13,628)           --                --
                                                      -----------------       --------           -------
Total realized gain.................................     $     6,235        $   --             $     971
                                                      -----------------       --------           -------
                                                      -----------------       --------           -------
</TABLE>
 
                                      A-33
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The following summarizes the realized gain before federal income taxes and
   the net change in unrealized appreciation:
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                         ----------------------------------
                                                                            1997        1996        1995
                                                                         ----------  ----------  ----------
 
<S>                                                                      <C>         <C>         <C>
Realized gains (losses):
  Fixed maturities.....................................................  $    1,272  $    7,695  $    6,235
  Marketable equity securities.........................................       6,435       4,847         971
  First mortgage loans on real estate..................................        (900)     (2,050)     (1,600)
  Real estate..........................................................      --            (114)         70
  Investment in limited partnerships...................................      --              61      --
                                                                         ----------  ----------  ----------
    Realized gain before federal income taxes..........................  $    6,807  $   10,439  $    5,676
                                                                         ----------  ----------  ----------
                                                                         ----------  ----------  ----------
 
<CAPTION>
 
                                                                               YEAR ENDED DECEMBER 31
                                                                         ----------------------------------
                                                                            1997        1996        1995
                                                                         ----------  ----------  ----------
<S>                                                                      <C>         <C>         <C>
Increase (decrease) in unrealized appreciation of:
  Fixed maturities classified as available-for-sale....................  $  244,483  $ (268,956) $  726,046
  Marketable equity securities.........................................      (4,372)     (1,599)      3,971
  Deferred policy acquisition costs valuation allowance................     (16,309)     23,775     (42,815)
  Applicable federal income tax........................................     (78,330)     86,373    (240,521)
                                                                         ----------  ----------  ----------
  Net change in unrealized appreciation................................  $  145,472  $ (160,407) $  446,681
                                                                         ----------  ----------  ----------
                                                                         ----------  ----------  ----------
</TABLE>
 
   The following table summarizes the Company's allowance for credit losses on
   non-affiliated mortgage loans:
 
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER
                                                                                                  31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
Allowance at beginning of year.........................................................  $  10,943  $   9,633
 
Provision for credit losses............................................................        900      2,050
 
Loans charged off as uncollectible.....................................................       (234)      (740)
                                                                                         ---------  ---------
 
Allowance at end of year...............................................................  $  11,609  $  10,943
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
   The allowance includes amounts determined under FAS 114 and FAS 118 (specific
   reserves), as well as general reserve amounts. The total investment in
   impaired loans, as defined under FAS 114 and 118 and before any reserve for
   losses, is $3.3 and $3.2 million at December 31, 1997 and 1996, respectively.
   A specific loan loss reserve has been established for each impaired loan, the
   total of which is $550 and $835 and is included in the overall allowance of
   $11.6 and $10.9 million at December 31, 1997 and 1996, respectively.
 
4.  COMMITMENTS AND CONTINGENCIES
 
   The Company is obligated under a real estate lease with an affiliate, General
   America Corporation, which expires in 2010. The minimum annual rental
   commitments under this obligation were $2,401 at December 31, 1997. At
   December 31, 1997, unfunded mortgage loan commitments approximated $5,785.
   The Company had no other material commitments or contingencies at December
   31, 1997.
 
                                      A-34
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
5.  FINANCIAL INSTRUMENTS
 
   ESTIMATED FAIR VALUES.  Fair value amounts have been determined using
   available market information and appropriate valuation methodologies.
   However, considerable judgment is required in developing the estimates of
   fair value. Accordingly, these estimates are not necessarily indicative of
   the amount that could be realized in a current market exchange. The use of
   different market assumptions and/or estimating methodologies may have a
   material effect on the estimated fair value amounts.
 
   Carrying value is a reasonable estimate of fair value for cash, policy loans,
   short-term investments, accounts receivable and other liabilities.
 
   Fair value amounts for investments in fixed maturities and marketable equity
   securities are the same as market value. Market value generally represents
   quoted market prices for securities traded in the public market place or
   analytically determined values for securities not publicly traded.
 
   The fair values of mortgage loans have been estimated by discounting the
   projected cash flows using the current rate at which loans would be made to
   borrowers with similar credit ratings and for the same maturities.
 
   The fair value of investment contracts with defined maturities is estimated
   by discounting projected cash flows using rates that would be offered for
   similar contracts with the same remaining maturities. For investment
   contracts with no defined maturity, fair value is estimated to be the present
   surrender value. These investment contracts are included in Funds Held Under
   Deposit Contracts.
 
   Estimated fair values of financial instruments at December 31 are as follows:
 
<TABLE>
<CAPTION>
                                                                 1997                        1996
                                                     ----------------------------  ------------------------
                                                       CARRYING       ESTIMATED     CARRYING     ESTIMATED
                                                        AMOUNT       FAIR VALUE      AMOUNT     FAIR VALUE
                                                     -------------  -------------  -----------  -----------
 
<S>                                                  <C>            <C>            <C>          <C>
Financial assets:
 
  Fixed maturities available-for-sale..............  $   9,401,886  $   9,401,886  $ 7,853,553  $ 7,853,553
 
  Fixed maturities held-to-maturity................      2,708,558      3,159,888    2,488,324    2,670,004
 
  Marketable equity securities.....................         15,552         15,552       18,902       18,902
 
  Mortgage loans...................................        651,158        677,000      588,339      596,000
 
Financial liabilities:
 
  Funds held under deposit contracts...............     11,539,473     12,021,000    9,792,730    9,935,000
</TABLE>
 
   Other insurance-related financial instruments are exempt from fair value
   disclosure requirements.
 
   DERIVATIVE FINANCIAL INSTRUMENTS.  The Company's investments in
   mortgage-backed securities of $3.3 billion and $2.9 billion, at market
   values, at December 31, 1997 and 1996, respectively, are primarily
   residential collateralized mortgage obligations and pass-throughs ("CMOs").
   CMOs, while technically defined as derivative instruments, are exempt from
   derivative disclosure requirements. The Company's investment in CMOs
   comprised of the riskier, more volatile type (e.g., interest only, inverse
   floaters, etc.) has been intentionally limited to only a small amount (i.e.,
   less than 1.5% and 1% of total CMOs at December 31, 1997 and 1996,
   respectively).
 
   The Company does not enter into financial instruments for trading or
   speculative purposes. The Company's involvement in other investment-type
   derivatives is also, intentionally, of a very limited nature. Such
   derivatives include call options, interest rate swaps on bond investments,
   currency-linked bonds and fixed-rate loan commitments. Individually, and in
   the aggregate, the notional amounts and fair values of these derivatives are
   not material and thus no additional disclosures are warranted.
 
                                      A-35
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
6.  POLICY AND CONTRACT LIABILITIES
 
   REINSURANCE.  The Company protects itself from excessive losses by ceding
   reinsurance to other companies, using automatic and facultative treaties.
   Reinsurance contracts do not relieve the Company of its obligations to
   policyholders. A continuing liability exists in the event a reinsurance
   company is unable to meet its obligations to the Company. The financial
   condition of its reinsurers is evaluated by the Company to minimize its
   exposure to losses from reinsurer insolvencies.
 
   The balance sheet caption "Reinsurance Recoverables" is comprised of the
   following amounts:
 
<TABLE>
<CAPTION>
                                                                                             DECEMBER 31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
Unpaid losses and adjustment expense...................................................  $     906  $     136
 
Paid claims............................................................................        770        957
 
Life policy liabilities................................................................     26,756     23,784
 
Other reinsurance recoverables.........................................................         83        327
                                                                                         ---------  ---------
 
        Total reinsurance recoverables.................................................  $  28,515  $  25,204
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
   The effects of reinsurance on the premium and policy benefit amounts in the
   Statement of Consolidated Income are as follows:
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31
                                                                            -------------------------------
                                                                              1997       1996       1995
                                                                            ---------  ---------  ---------
 
<S>                                                                         <C>        <C>        <C>
Reinsurance Ceded:
 
  Premiums................................................................  $ (13,305) $ (13,679) $ (10,385)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
  Policy benefits.........................................................  $  (7,853) $  (4,039) $  (6,344)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
Reinsurance Assumed:
 
  Premiums................................................................  $     180  $     175  $  (5,456)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
  Policy benefits.........................................................  $   2,902  $   2,500  $  (2,503)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
</TABLE>
 
   In 1995, the Company sold a reinsurance assumed block of group disabled
   lives, involving disability income coverage, back to the ceding reinsurance
   pool. The ceding pool acquired the Company's $5.7 million disabled life claim
   reserve for a return-of-premium payment of $5.7 million. The reinsurance
   assumed premiums and policy benefits shown above reflect this transaction.
 
   POLICY AND CONTRACT CLAIMS.  Accident and health claim reserves, the majority
   of which are incurred and paid in full within a one-year period, amount to
   less than 1% of total policy and contract liabilities. Therefore, no
   additional disclosures are warranted.
 
7.  STATUTORY BASIS INFORMATION
 
   The Company and its subsidiaries are required to file annual statements with
   state regulatory authorities prepared on an accounting basis as prescribed or
   permitted by such authorities (statutory basis). Prescribed statutory
   accounting practices include state laws, regulations, and general
   administrative rules, as well as a variety of publications of the National
   Association of Insurance Commissioners (NAIC). Permitted statutory accounting
   practices encompass all accounting practices not so prescribed.
 
                                      A-36
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 7 (continued)
   Statutory net income differs from income reported in accordance with
   generally accepted accounting principles primarily because policy acquisition
   costs are expensed when incurred, reserves are based on different assumptions
   and income tax expense reflects only taxes paid or currently payable. The net
   income reported in the Statement of Consolidated Income does not include the
   net income of either WM Life Insurance Company or Empire Life Insurance
   Company, as their acquisition was effective December 31, 1997.
 
   Statutory net income and shareholder's equity, by company, are as follows:
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                           ----------------------------------
                                                                              1997        1996        1995
                                                                           ----------  ----------  ----------
 
<S>                                                                        <C>         <C>         <C>
Statutory Net Income:
 
  SAFECO Life Insurance Company..........................................  $   95,012  $   95,676  $  101,456
 
  SAFECO National Life Insurance Company.................................       1,322       1,249       1,187
 
  First SAFECO National Life Insurance Company
    of New York..........................................................         314         318         404
                                                                           ----------  ----------  ----------
 
        Total............................................................  $   96,648  $   97,243  $  103,047
                                                                           ----------  ----------  ----------
                                                                           ----------  ----------  ----------
 
<CAPTION>
 
                                                                                      DECEMBER 31
                                                                           ----------------------------------
                                                                              1997        1996        1995
                                                                           ----------  ----------  ----------
<S>                                                                        <C>         <C>         <C>
 
Statutory Stockholder's Equity:
 
  SAFECO Life Insurance Company and Subsidiaries.........................  $  672,230  $  587,658  $  504,683
                                                                           ----------  ----------  ----------
                                                                           ----------  ----------  ----------
</TABLE>
 
   The Company has received written approval from the Washington State Insurance
   Department to treat certain loans (all made at market rates) to related
   SAFECO Corporation subsidiaries as admitted assets. The allowance of such
   loans has not materially enhanced surplus at December 31, 1997.
 
8.  DIVIDEND RESTRICTIONS
 
   Insurance companies are restricted by certain states as to the amount of
   dividends they may pay within a given calendar year to their parent without
   regulatory consent. Under insurance regulations of the state of Washington,
   the restriction is the greater of statutory net gain from operations for the
   previous year or 10% of policyholder surplus at the close of the previous
   year, subject to a maximum limit equal to statutory earned surplus. The
   amount of retained earnings available for the payment of dividends to SAFECO
   Corporation without prior regulatory approval was $94,672 at December 31,
   1997.
 
9.  EMPLOYEE BENEFIT PLANS
 
   SAFECO Corporation and subsidiary companies (the Companies) administer
   defined contribution, defined benefit and profit sharing bonus plans covering
   substantially all employees. The defined contribution plans include profit
   sharing retirement plans and a savings plan. Benefits are earned under the
   defined benefit plan for each year of service after 1988, based on the
   employee's compensation level plus a stipulated rate of return on the benefit
   balance. It is SAFECO Corporation's policy to fund the defined benefit plan
   on a current basis to the full extent deductible under federal income tax
   regulations. The cost of these plans to the Company was $7,531, $7,901 and
   $7,599 for the years ended December 31, 1997, 1996 and 1995, respectively.
 
                                      A-37
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 9 (continued)
 
    The Companies also provide certain healthcare and life insurance benefits
    ("other postretirement benefits") for retired employees. Substantially all
    employees may become eligible for these benefits if they reach retirement
    age while working for the Companies. The cost of these benefits is shared
    with the retiree. The Company accrues for these costs during the years that
    employees provide services, pursuant to FASB Statement 106. Net periodic
    other postretirement benefit costs for the Company were $392, $474 and $282
    in 1997, 1996 and 1995, respectively.
 
    The following table summarizes the Company's allocated share of the funded
    status of the plan:
 
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31
                                                                                 --------------------
                                                                                   1997       1996
                                                                                 ---------  ---------
<S>                                                                              <C>        <C>
Total accumulated postretirement benefit obligation (APBO).....................  $   4,709  $   3,765
 
Less: plan assets at fair value................................................        172        133
                                                                                 ---------  ---------
 
APBO in excess of plan assets..................................................      4,537      3,632
 
Unrecognized gain..............................................................        631      1,283
                                                                                 ---------  ---------
 
Accrued postretirement benefit cost recorded on the balance sheet..............  $   5,168  $   4,915
                                                                                 ---------  ---------
                                                                                 ---------  ---------
</TABLE>
 
    Discount rate assumptions of 7.375%, 7.75% and 7.5% were used at December
    31, 1997, 1996 and 1995, respectively. The accumulated postretirement
    benefit obligation at December 31, 1997 was determined using a healthcare
    cost trend rate of 10% for 1998, declining by 1% per year, starting in 1999,
    to 6% and remaining at that level thereafter. A one percentage point
    increase in the assumed healthcare cost trend rate for each year would
    increase the accumulated other postretirement benefit obligation as of
    December 31, 1997 by $626 and the annual net periodic other postretirement
    benefit cost for the year then ended by $68.
 
10. INCOME TAXES
 
   The Company uses the liability method of accounting for income taxes pursuant
   to FASB Statement 109, "Accounting for Income Taxes." Under the liability
   method, deferred tax assets and liabilities are determined based on the
   differences between their financial reporting and their tax bases and are
   measured using the enacted tax rates.
 
   Differences between income tax computed by applying the U.S. federal income
   tax rate of 35% to income before income taxes and the provision for federal
   income taxes are as follows:
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                       -------------------------------
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Computed "expected" tax expense......................................  $  51,669  $  50,751  $  48,631
Dividends received deduction.........................................        (49)       (24)       (44)
Tax exempt interest..................................................         (4)        (6)        (7)
Other................................................................     (1,600)       225       (550)
                                                                       ---------  ---------  ---------
        Income tax expense...........................................  $  50,016  $  50,946  $  48,030
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
Percent of income tax expense to income before tax...................       33.9%      35.1%      34.6%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
                                      A-38
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 10 (continued)
   The tax effect of temporary differences which give rise to the deferred tax
   assets and deferred tax liabilities are as follows:
 
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31
                                                                              --------------------
                                                                                1997       1996
                                                                              ---------  ---------
 
<S>                                                                           <C>        <C>
Deferred tax assets:
 
  Discounted loss and adjustment expense reserves...........................  $      77  $   1,359
 
  Uncollected premium adjustment............................................      2,607      2,270
 
  Adjustment to life policy liabilities.....................................     51,176     34,773
 
  Capitalization of policy acquisition costs................................     40,354     33,393
 
  Postretirement benefits...................................................      1,809      1,720
 
  Realized capital losses...................................................      3,534      5,887
 
  Guarantee fund assessments................................................      4,163      3,518
 
  Other.....................................................................      2,031      1,630
                                                                              ---------  ---------
 
        Total deferred tax assets...........................................    105,751     84,550
                                                                              ---------  ---------
 
Deferred tax liabilities:
 
  Deferred policy acquisition costs.........................................     96,317     90,826
 
  Present value of future profits...........................................      3,084     --
 
  Bond discount accrual.....................................................     19,631      9,525
 
  Unrealized appreciation of investment securities (Net of deferred policy
    acquisition costs valuation allowance: 1997-$12,372; 1996-$6,664).......    164,449     86,120
 
  Other.....................................................................      1,566      1,727
                                                                              ---------  ---------
 
        Total deferred tax liabilities......................................    285,047    188,198
                                                                              ---------  ---------
 
        Net deferred tax liability..........................................  $ 179,296  $ 103,648
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
   The following table reconciles the deferred tax benefit in the Statement of
   Income to the change in the deferred tax liability in the balance sheet for
   the year ended December 31:
 
<TABLE>
<CAPTION>
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
 
<S>                                                                  <C>        <C>        <C>
Deferred tax benefit...............................................  $  (4,689) $  (6,471) $ (13,800)
 
Net deferred tax liability acquired in acquisitions................      2,008     --         --
 
Deferred tax changes reported in shareholder's equity:
 
  Increase (decrease) in liability related to unrealized
    appreciation or depreciation of investment securities..........     84,037    (94,694)   255,506
 
  Increase (decrease) in liability related to deferred policy
    acquisition costs valuation allowance..........................     (5,708)     8,321    (14,985)
                                                                     ---------  ---------  ---------
 
Increase (decrease) in net deferred tax liability..................  $  75,648  $ (92,844) $ 226,721
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
                                      A-39
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
11. SEGMENT DATA
 
   A major portion of investment income, realized gains or losses and assets is
   specifically identifiable with an industry segment. The remainder of these
   amounts has been allocated in proportion to the investment income identified
   with each segment.
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1997
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Revenue:
  Premiums and Other (Including $29,169 of financial services
    revenue received from affiliates).............................  $    56,649  $   205,697  $     262,346
  Identifiable Investment Income..................................      564,917      263,240        828,157
  Investment Income Allocated.....................................       54,188       25,571         79,759
  Identifiable Realized Gain (Loss) from Investments..............         (789)       1,400            611
  Realized Gain from Investments Allocated........................        4,213        1,983          6,196
                                                                    -----------  -----------  -------------
        Total Revenue.............................................  $   679,178  $   497,891  $   1,177,069
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Amortization of Deferred Policy Acquisition Costs.................  $    16,249  $    20,697  $      36,946
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Income Before Income Taxes........................................  $    80,110  $    67,515  $     147,625
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
<CAPTION>
 
                                                                               DECEMBER 31, 1997
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Identifiable Assets:
  Deferred Policy Acquisition Costs...............................  $   166,447  $    73,396  $     239,843
  Policy Loans....................................................       32,091       28,158         60,249
  Invested Assets.................................................    8,378,819    3,412,049     11,790,868
  Other...........................................................      627,490      834,628      1,462,118
Invested Assets Allocated.........................................      710,485      335,825      1,046,310
Other Assets Allocated............................................       15,543        7,526         23,069
                                                                    -----------  -----------  -------------
        Total Assets..............................................  $ 9,930,875  $ 4,691,582  $  14,622,457
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1996
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Revenue:
  Premiums and Other (Including $35,477 of financial services
    revenue received from affiliates).............................  $    48,964  $   204,069  $     253,033
  Identifiable Investment Income..................................      506,628      256,939        763,567
  Investment Income Allocated.....................................       48,157       24,314         72,471
  Identifiable Realized Gain from Investments.....................        2,636        2,884          5,520
  Realized Gain from Investments Allocated........................        3,271        1,648          4,919
                                                                    -----------  -----------  -------------
        Total Revenue.............................................  $   609,656  $   489,854  $   1,099,510
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Amortization of Deferred Policy Acquisition Costs.................  $    13,756  $    21,896  $      35,652
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Income Before Income Taxes........................................  $    81,849  $    63,153  $     145,002
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
                                      A-40
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 11 (continued)
<TABLE>
<CAPTION>
                                                                               DECEMBER 31, 1996
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
 
Identifiable Assets:
<S>                                                                 <C>          <C>          <C>
 
  Deferred Policy Acquisition Costs...............................  $   163,802  $    76,662  $     240,464
 
  Policy Loans....................................................       30,774       27,379         58,153
 
  Invested Assets.................................................    6,660,938    3,298,105      9,959,043
 
  Other...........................................................      163,855      533,823        697,678
 
Invested Assets Allocated.........................................      707,269      357,068      1,064,337
 
Other Assets Allocated............................................       18,288        9,247         27,535
                                                                    -----------  -----------  -------------
 
        Total Assets..............................................  $ 7,744,926  $ 4,302,284  $  12,047,210
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1995
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
 
<S>                                                                 <C>          <C>          <C>
Revenue:
 
  Premiums and Other (Including $29,029 of financial services
    revenue received from affiliates).............................  $    45,284  $   203,349  $     248,633
 
  Identifiable Investment Income..................................      450,655      256,570        707,225
 
  Investment Income Allocated.....................................       44,043       26,232         70,275
 
  Identifiable Realized Gain (Loss) from Investments..............       16,020       (8,586)         7,434
 
  Realized Loss from Investments Allocated........................       (1,112)        (646)        (1,758)
                                                                    -----------  -----------  -------------
 
        Total Revenue.............................................  $   554,890  $   476,919  $   1,031,809
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
Amortization of Deferred Policy Acquisition Costs.................  $    12,222  $    20,154  $      32,376
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
Income Before Income Taxes........................................  $    84,956  $    53,990  $     138,946
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
<CAPTION>
 
                                                                               DECEMBER 31, 1995
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
 
Identifiable Assets:
 
  Deferred Policy Acquisition Costs...............................  $   143,228  $    67,263  $     210,491
 
  Policy Loans....................................................       29,109       26,816         55,925
 
  Invested Assets.................................................    6,086,143    3,261,042      9,347,185
 
  Other...........................................................      155,358      327,863        483,221
 
Invested Assets Allocated.........................................      671,864      400,160      1,072,024
 
Other Assets Allocated............................................       18,179       11,148         29,327
                                                                    -----------  -----------  -------------
 
  Total Assets....................................................  $ 7,103,881  $ 4,094,292  $  11,198,173
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
                                      A-41
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
12. IMPACT OF YEAR 2000 (UNAUDITED)
 
   Some of the Company's older computer programs were written using two digits
   rather than four to define the applicable year. As a result, those computer
   programs have time sensitive software that recognize a date using "00" as the
   year 1900 rather than the year 2000. This is commonly called the "Year 2000
   problem." The Company has completed its assessment and has been modifying and
   replacing portions of its software so that its computer systems will function
   properly with respect to dates in the year 2000 and thereafter. The Year 2000
   compliance cost for the Company is estimated at approximately $1,050, and as
   of December 31, 1997, the Company has incurred and expensed approximately
   $570. Based on the current progress and continuing modifications, the Company
   believes that it will be Year 2000 compliant and that the Year 2000 problem
   will not pose significant operational problems for its computer systems.
 
                                      A-42
<PAGE>



                          SAFECO RESOURCE VARIABLE ACCOUNT B
                                        PART C
                                  OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

a.   FINANCIAL STATEMENTS  The following audited financial statements of the
     Registrant and of SAFECO Life Insurance Company are included in the
     Statement of Additional Information of this Registration Statement:

     REGISTRANT.
          Statement of Assets and Liabilities as of December 31, 1997.
          Statement of Operations and Changes in Net Assets for the year or
               period ended December 31, 1997 and 1996.
          Notes to Financial Statements (including accumulation unit data).

     SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES:
          Consolidated Balance Sheet as of December 31, 1997 and 1996.
          Statement of Consolidated Income for the years ended December 31,
               1997, 1996 and 1995.
          Statement of Changes in Shareholder's Equity for the years ended
               December 31, 1997, 1996 and 1995.
          Statement of Consolidated Cash Flows for the years ended December 31,
               1997, 1996 and 1995.
          Notes to Consolidated Financial Statements.

b.   EXHIBITS

<TABLE>
<CAPTION>
 Exhibit Number               Description of Document                      Page
 --------------               -----------------------                      ----
 <C>                          <S>                                          <C>
     1.                       Resolution of Board of Directors of
                              SAFECO authorizing the establishment
                              of the Separate Account.                  *



     2.                       Not Applicable

     3.(i)                    Form of Principal Underwriter's
                              Agreement                                 **
       (ii)                   Selling Agreement                         ***


     4.                       Group Variable Annuity Contract           *****

     5.(i)                    Master Application for Annuity Contract   *****
       (ii)                   Application for Participation             *****

     6.(i)                    Copy of Articles of Incorporation of
                              SAFECO                                    *
       (ii)                   Copy of the Bylaws of SAFECO              *

     7.                       Not Applicable

     8.(i)                    Fund Participation Agreement (Scudder)    ***
       (ii)                   Reimbursement Agreement (Scudder)         ***
       (iii)                  Participating Contract and Policy
                              Agreement (Scudder)                       ***
       (iv)                   Services Agreement (Scudder)              ******

     9.                       Opinion and Consent of Counsel

     10.                      Consent of Independent Auditors
</TABLE>

                                         -7-
<PAGE>

<TABLE>
 <C>                          <S>                                          <C>
     12.                      Agreement Governing Contribution          *****


     13.                      Calculation of Performance Information    ****

     14.                      Power of Attorney                         ******

     15.                      Representation of Counsel
</TABLE>

     *         Incorporated by reference to Post-Effective Amendment of SAFECO
               Separate Account C filed with the SEC on June 16, 1995 (File No.
               33-60331).

     **        Incorporated by reference to Post-Effective Amendment of SAFECO
               Resource Variable Account B filed with the SEC on December 29,
               1995 (File No. 33-69600).

     ***       Incorporated by reference to Post-Effective Amendment of SAFECO
               Separate Account C filed with the SEC on December  29, 1995 (File
               No. 33-69712).

     ****      Incorporated by reference to Post-Effective Amendment of SAFECO
               Separate Account C filed with the SEC on April 29, 1996 (File No.
               33-69712).

     *****     Incorporated by reference to Post-Effective Amendment of SAFECO
               Resource Variable Account B filed with the SEC on April 29, 1996
               (File No. 33-06546).

     ******    Incorporated by reference to Post-Effective Amendment of SAFECO
               Separate Account C filed with the SEC on May 1, 1998 (File No.
               33-69712).


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Set forth below is a list of each director and officer of SAFECO Life Insurance
Company ("SAFECO") who is engaged in activities relating to SAFECO Resource
Variable Account B or the variable annuity contracts offered through SAFECO
Resource Variable Account B.  Unless otherwise indicated the principal business
address of all officers or directors listed is 15411 N. E. 51st Street, Redmond,
Washington 98052.

     Name                               Position with SAFECO
     ----                               --------------------

*    Roger H. Eigsti                    Director, Chairman of the Board

     Randall H. Talbot                  Director and President

     Richard E. Zunker                  Director and Vice Chairman

*    Boh A. Dickey                      Director

     Roger F. Harbin                    Executive Vice President, Actuary

     John P. Fenlason                   Senior Vice President

*    Rod A. Pierson                     Director, Senior Vice President
                                        and Secretary

*    Donald S. Chapman                  Director

*    James W. Ruddy                     Director

**   Dale E. Lauer                      Director


                                         -8-
<PAGE>


*    W. Randall Stoddard                Director

     James T. Flynn                     Vice President, Controller
                                        and Assistant Secretary

     Michael J. Kinzer                  Vice President and Chief Actuary

*    Ronald L. Spaulding                Director, Vice President and
                                        Treasurer

     William C. Huff                    Actuary

     George C. Pagos                    Associate General Counsel, Vice
                                        President and
                                        Assistant Secretary

*  The principal business address of these officers and directors is SAFECO
   Plaza, Seattle, Washington 98185.
** The principal business address of Dale Lauer is 500 N. Meridian Street,
   Indianapolis, IN 46204.

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

SAFECO Life Insurance Company ("SAFECO") established SAFECO Resource Variable
Account B ("Registrant") by resolution of its Board of Directors pursuant to
Washington law.  SAFECO is a wholly-owned subsidiary of SAFECO Corporation,
which is a publicly-owned company.  Both companies were organized under
Washington law. SAFECO Corporation, a Washington Corporation, owns 100% of the
following Washington corporations: SAFECO Insurance Company of America, General
Insurance Company of America, First National Insurance Company of America,
SAFECO Life Insurance Company, SAFECO Assigned Benefits Service Company, SAFECO
Administrative Services, Inc., SAFECO Properties Inc., SAFECO Credit Company,
Inc., SAFECO Asset Management Company, SAFECO Securities, Inc., SAFECO Services
Corporation, SAFECO Trust Company and General America Corporation.  SAFECO
Corporation owns 100% of SAFECO National Insurance Company, a Missouri
corporation, SAFECO Insurance Company of Illinois, an Illinois corporation and
SAFECO Insurance Company of Pennsylvania, a Pennsylvania corporation.  SAFECO
Insurance Company of America owns 100% of SAFECO Surplus Lines Insurance
Company, a Washington corporation, and Market Square Holding, Inc., a Minnesota
corporation.  SAFECO Life Insurance Company owns 100% of SAFECO National Life
Insurance Company, a Washington corporation, First SAFECO National Life
Insurance Company of New York, a New York corporation, and WM Life Insurance
Company, an Arizona corporation.  WM Life Insurance Company owns 100% of Empire
Life Insurance Company, a Washington corporation.  SAFECO Administrative
Services, Inc. owns 100% of Employee Benefit Claims of Wisconsin, Inc. and
Wisconsin Pension and Group Services, Inc., each a Wisconsin corporation.
General America Corporation owns 100% of COMAV Managers, Inc., an Illinois
corporation, F.B. Beattie & Co., Inc., a Washington corporation, General America
Corp. of Texas, a Texas corporation, Talbot Financial Corporation, a Washington
corporation, Goldware & Taylor Insurance Service, a California corporation and
SAFECO Select Insurance Services, Inc., a California corporation.  F.B. Beattie
& Co., Inc. owns 100% of F.B. Beattie Insurance Services, Inc., a California
corporation.  General America Corp. of Texas is Attorney-in-fact for SAFECO
Lloyds Insurance Company, a Texas corporation.  Talbot Financial Corporation
owns 100% of Talbot Agency, Inc., a New Mexico corporation.  Talbot Agency, Inc.
owns 100% of PNMR Securities, Inc., a Washington corporation.  SAFECO Properties
Inc. owns 100% of the following, each a Washington corporation: SAFECARE
Company, Inc. and Winmar Company, Inc.  SAFECARE Company, Inc. owns 100% of the
following, each a Washington corporation: RIA Development, Inc., S.C. Arkansas,
Inc., S.C. Bellevue/Lynn, S.C. Bellevue, Inc., S.C. Everett, Inc., S.C.
Everett/Lynn, S.C. Lynden, Inc., S.C. Lynden/Lynn, S.C. Marysville, Inc., S.C.
Northgate, Inc., S.C. Northgate/LR1, L.L.C., S.C. Vancouver, Inc., S.C.
Vancouver/Lynn (Joint Venture), SAFECARE S.C. Bakersfield, Inc. and SAFECARE
S.C. Bakersfield/Lynn Limited Partnership.  SAFECARE Company, Inc. owns 50% of
Lifeguard Ventures, Inc., a California corporation, and S.C. River Oaks, Inc., a
Washington corporation.  Winmar Company, Inc. owns 100% of the following: C-W
Properties, Inc., Gem State Investors, Inc., Kitsap Mall, Inc., WNY Development,
Inc., Winmar Cascade, Inc., Winmar Metro, Inc., Winmar Northwest, Inc., Winmar
Redmond, Inc. and Winmar of Kitsap, Inc., each a Washington corporation, and
Capitol Court Corp., a Wisconsin corporation, SAFECO Properties of Boise, Inc.,
an Idaho corporation, SCIT, Inc., a Massachusetts corporation, Valley Fair
Shopping Centers, Inc., a Delaware corporation, WDI Golf Club, Inc., a
California corporation, Winmar Oregon, Inc., an Oregon corporation, Winmar of
Texas, Inc., a Texas


                                         -9-
<PAGE>


corporation, and Winmar of the Desert, Inc., a California corporation.  Winmar
Oregon, Inc. owns 100% of the following, each an Oregon corporation: North Coast
Management, Inc., Pacific Surfside Corp., Winmar of Jantzen Beach, Inc. and W-P
Development, Inc., and 100% of the following, each a Washington corporation:
Washington Square, Inc. and Winmar Pacific, Inc.

SAFECO Corporation, a Washington corporation, owns 100% of American States
Financial Corporation, an Indiana corporation. American States Financial
Corporation owns 100% of American States Insurance Company, an Indiana
corporation.  American States Insurance Company owns 100% of the following
Indiana corporations: American Economy Insurance Company, American States
Preferred Insurance Company, American States Life Insurance company, and City
Insurance Agency, Inc.  American States Insurance Company owns 100% of Insurance
Company of Illinois, an Illinois corporation, and American States Lloyds
Insurance Company, a Texas corporation.  American Economy Insurance Company owns
100% of American States Insurance Company of Texas, a Texas corporation.

No person is directly or indirectly controlled by Registrant.

ITEM 27.  NUMBER OF CONTRACT OWNERS

At March 31, 1998, there were 2,097 Contract Owners and 13,081
Certificate-Holders of the Registrant.

ITEM 28.  INDEMNIFICATION

Under its Bylaws, SAFECO, to the full extent permitted by the Washington
Business Corporation Act, shall indemnify any person who was or is a party to
any proceeding (whether brought by or in the right of SAFECO or otherwise) by
reason of the fact that he or she is or was a director of SAFECO, or, while a
director of SAFECO, is or was serving at the request of SAFECO as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him or her in connection with such proceeding.

SAFECO shall extend such indemnification as is provided to directors above to
any person, not a director of SAFECO, who is or was an officer of SAFECO or is
or was serving at the request of SAFECO as a director, officer, partner,
trustee, or agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan.  In addition, the
Board of Directors of SAFECO may, by resolution, extend such further
indemnification to an officer or such other person as may to it seem fair and
reasonable in view of all relevant circumstances.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of SAFECO
pursuant to such provisions of the bylaws or statutes or otherwise, SAFECO has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by SAFECO of expenses incurred or paid
by a director, officer or controlling person of SAFECO in the successful defense
of any such action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the Contracts issued by the Separate
Account, SAFECO will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in said Act and will be governed by the final adjudication of such
issue.

ITEM 29.  PRINCIPAL UNDERWRITERS

     a. SAFECO Securities, Inc., the principal underwriter for the Contracts,
also acts as the principal underwriter for SAFECO's Individual Flexible Premium
Variable Life Insurance Policies and Group Variable Annuity Contracts.

     b. The following information is provided for each principal officer and
director of the principal underwriter:

                                             Positions and Offices with
     Name and Principal Business Address*    Underwriter
     ------------------------------------    --------------------------
     Rod A. Pierson                          Director
     Ronald Spaulding                        Director
     David F. Hill                           Director, President and Secretary
     Neal A. Fuller                          Vice President Controller,
                                             Treasurer, Financial Principal
                                             and Assistant Secretary


                                         -10-
<PAGE>


     *The business address for all individuals listed is SAFECO Plaza, Seattle,
      Washington 98185.

      c. During the fiscal year ended December 31, 1997, PNMR Securities, Inc.,
through SAFECO Securities, Inc., received $ 2,614,103 in commissions for the
distribution of certain annuity contracts sold in connection with Registrant of
which no payments were retained.  PNMR did not receive any other compensation in
connection with the sale of Registrant's contracts.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

SAFECO Life Insurance Company at 15411 N.E. 51st Street, Redmond, Washington
98052, and/or SAFECO Asset Management Company at SAFECO Plaza, Seattle,
Washington, 98185, maintain physical possession of the accounts, books or
documents of the Separate Account required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules promulgated thereunder.

ITEM 31.  MANAGEMENT SERVICES

Not Applicable

ITEM 32.  UNDERTAKINGS

1.   Registrant hereby represents that it is relying upon a No Action-Letter
     issued to the American Council of Life Insurance dated November 28, 1988
     (Commission ref. IP-6-88) and that the following provisions have been
     complied with:

     a.   Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in each registration statement,
          including the prospectus, used in connection with the offer of the
          contract;

     b.   Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in any sales literature used in
          connection with the offer of the contract;

     c.   Instruct sales representatives who solicit participants to purchase
          the contract specifically to bring the redemption restrictions imposed
          by Section 403(b)(11) to the attention of the potential participants;

     d.   Obtain from each plan participant who purchases a Section 403(b)
          annuity contract, prior to or at the time of such purchase, a signed
          statement acknowledging the participant's understanding of (1) the
          restrictions on redemption imposed by Section 403(b)(11), and (2)
          other investment alternatives available under the employer's Section
          403(b) arrangement to which the participant may elect to transfer his
          contract value;

     e.   Pursuant to Section 26(e) of the Investment Company Act of 1940,
          Registrant represents that the fees and charges deducted under the
          contract, in the aggregate, are reasonable in relation to the services
          rendered, the expenses expected to be incurred, and the risks assumed
          by the insurance company.

2.   In connection with the offer of Registrant's Contracts to Participants in
     the Texas Optional Retirement Program, Registrant represents it is relying
     upon Rule 6c-7 under the Investment Company Act of 1940 and that
     subparagraphs (a)-(d) of Rule 6c-7 have been complied with as of the
     effective date of Registrant's Post-Effective Amendment No. 6.


                                         -11-
<PAGE>


                                      SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
amended Registration Statement to be signed on its behalf, in the City of
Seattle, and State of Washington on this 1st day of May, 1998.

                                        SAFECO Resource Variable Account B
                                        ----------------------------------
                                                Registrant

                              By:  SAFECO Life Insurance Company
                                   -----------------------------


                              By:  /s/ RANDALL H. TALBOT
                                   ---------------------
                                   Randall H. Talbot, President


                                   SAFECO Life Insurance Company
                                   -----------------------------
                                        Depositor


                              By:  /s/ RANDALL H. TALBOT
                                   ---------------------
                                   Randall H. Talbot, President

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.

Name                          Title                               Date
- ----                          -----                               ----

DONALD S. CHAPMAN*            Director
- ----------------------
Donald S. Chapman


/s/ BOH A. DICKEY             Director
- ----------------------
Boh A. Dickey


R.H. EIGSTI*                  Director and Chairman
- ----------------------
R. H. Eigsti


                             
JAMES T. FLYNN*               Vice President, Controller and Assistant Secretary
- ----------------------        (Principal Accounting
James T. Flynn                Officer)


                                         -12-
<PAGE>


RONALD SPAULDING*             Director, Vice
- ----------------------        President and Treasurer
Ronald Spaulding             

ROD A. PIERSON*               Director, Senior Vice
- ----------------------        President and Secretary
Rod A. Pierson                

JAMES W. RUDDY*               Director
- ----------------------
James W. Ruddy


W. RANDALL STODDARD*          Director
- ----------------------
W. Randall Stoddard


DALE E. LAUER*                Director
- ----------------------
Dale E. Lauer


/s/ RANDALL H. TALBOT         Director and President (Principal Executive
- ----------------------        Officer)                               
Randall H. Talbot

RICHARD E. ZUNKER*            Director and Vice Chairman
- ----------------------
Richard E. Zunker

                                   *By: /s/ BOH A. DICKEY
                                        -----------------
                                        Boh A. Dickey
                                        Attorney-in-Fact


                                   *By: /s/ RANDALL H. TALBOT
                                        ---------------------
                                        Randall H. Talbot
                                        Attorney-in-Fact


                                         -13-
<PAGE>


                          SAFECO RESOURCE VARIABLE ACCOUNT B

                                       FORM N-4

                                    EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit Number                Description of Document
     --------------                -----------------------
     <C>                           <S>
         99.9                       Opinion and Consent of Counsel

         99.10                      Consent of Independent Auditors

         99.15                      Representation of Counsel
</TABLE>


                                         -14-

<PAGE>





                                                            EXHIBIT 9
                                                           
May 1, 1998


Board of Directors
SAFECO Life Insurance Company
SAFECO Plaza
Seattle, WA 98185

Gentlemen:

I have acted as counsel to the Company in connection with the filing with the
Securities and Exchange Commission of the Registration Statement on Form N-4 for
the Group Flexible Purchase Payment Deferred Variable Annuity Contracts (the
"Contracts") to be issued by the Company and its separate account, SAFECO
Resource Variable Account B.  I have made such examination of the law and have
examined such records and documents as in my judgment are necessary or
appropriate to enable me to render the following opinion:

1.   SAFECO Life Insurance Company is a validly existing stock life insurance
     company of the state of Washington.

2.   SAFECO Resource Variable Account B is a separate investment account of
     SAFECO Life Insurance Company created and validly existing pursuant to the
     Washington insurance laws and regulations thereunder.

3.   All of the prescribed corporate procedures for the issuance of the
     Contracts have been followed, and, when such Contracts are issued in
     accordance with the prospectus contained in the Registration Statement, all
     state requirements relating to such Contracts will have been complied with.

4.   Upon the acceptance of the purchase payments made by an employer pursuant
     to a Contract issued in accordance with the prospectus contained in the
     Registration Statement and upon compliance with acceptable law, such an
     employer will have a legally-issued, fully paid, non-assessable contractual
     interest in such Contract.

You may use this letter, or a copy hereof, as an exhibit to the Registration
Statement.

Very truly yours,

/s/ William E. Crawford

William E. Crawford
Counsel


                                         -15-

<PAGE>


                                                            EXHIBIT 10
                                                            
Consent of Independent Auditors

We consent to the reference to our firm under the captions "Schedule of
Accumulation Unit Values and Accumulation Units Outstanding" in the Prospectus
and "Independent Auditors" and "Experts" in the Statement of Additional
Information and to the use of our report on the financial statements of SAFECO
Resource Variable Account B, dated January 30, 1998, and on our report on the
consolidated financial statements of SAFECO Life Insurance Company and
Subsidiaries, dated February 13, 1998, in Post-Effective Amendment No. 16 to the
Registration Statement (Form N-4, No. 33-06546) and related Prospectus of SAFECO
Resource Variable Account B.

                                             /s/ ERNST & YOUNG LLP

Seattle, Washington
April 27, 1998


                                         -16-

<PAGE>


                                                            EXHIBIT 15
                                                            
May 1, 1998

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

RE:  REPRESENTATION OF COUNSEL FOR SAFECO LIFE INSURANCE COMPANY ("SAFECO LIFE")
AND ITS SAFECO RESOURCE VARIABLE ACCOUNT B ("SEPARATE ACCOUNT") POST-EFFECTIVE
AMENDMENT NO. 16, FORM N-4

FILE NOS.  33-06546 AND 811-4716



Commissioners:

SAFECO and its Separate Account believe that the filing of Post-Effective
Amendment No. 16, is consistent with the purposes and requirements for filing
under Rule 485(b) under the Securities Act of 1933 ("1933 Act").  This
representation is based on the fact that the changes included in this Post-
Effective Amendment No. 16, are consistent with the purposes and requirements
described in the adopting release for the changes to Rule 485 (IC-Rel. 20486).

Based on the above, the filing of Post-Effective Amendment No. 16, is made
pursuant to Rule 485(b) of the 1933 Act to become automatically effective on May
1, 1998.  The undersigned has prepared and reviewed Post-Effective Amendment No.
16, and it is his opinion that Post-Effective Amendment No. 16 does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) of Rule 485.

Sincerely,

/s/ William E. Crawford

William E. Crawford
Counsel


                                         -17-


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