SAFECO SEPARATE ACCOUNT SL
485BPOS, 1996-04-30
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<PAGE>   1
                                                      Registration No. 33-10248

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                         POST EFFECTIVE AMENDMENT NO. 13

                                       TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUST
                            REGISTERED ON FORM N-8B-2

A.       Exact name of Trust:  Separate Account SL

B.       Name of depositor:  SAFECO Life Insurance Company

C.       Complete address of depositor's principal executive offices:
                  15411 N.E. 51st St., Redmond, Washington  98052

D.       Name and address of agent for service:

                  William E. Crawford, Esq.
                  SAFECO Life Insurance Company
                  15411 N.E. 51st Street
                  Redmond, Washington  98052

         Copies to:

                  Leslie A. Harrison
                  SAFECO Corporation
                  SAFECO Plaza
                  Seattle, WA  98185

E.       Title and amount of securities being registered:
                  Individual Flexible Premium Variable Life Insurance Policies


<TABLE>
<S>                                                                  <C>
     Approximate Date of Proposed Public Offering..................  As soon as is practicable after Effective Date.
</TABLE>

It is proposed that this filing will become effective (check appropriate box):

         [ ]  immediately upon filing pursuant to paragraph (b) of Rule 485.

         [X]  on April 30, 1996 pursuant to paragraph (b) of Rule 485.

         [ ]  60 days after filing pursuant to paragraph (a)(i) of Rule 485.

         [ ]  on (date) pursuant to paragraph (a)(i) of Rule 485.

         [ ]  75 days after filing pursuant to paragraph (a)(i)

         [ ]  on (date) pursuant to paragraph (a)(i) of Rule 485.

If appropriate, check the following box:

         [ ]  this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2. Registrant filed the Rule 24f-2
Notice for the most recent fiscal year on or about February 29, 1996.
<PAGE>   2
                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

<TABLE>
<CAPTION>
N-8B-2 Items                        Caption in Prospectus
- ------------                        ---------------------
<S>                                 <C>
 1.                                 SAFECO, The Separate Account
 2.                                 SAFECO
 3.                                 Not Applicable
 4.                                 Distribution of the Policies
 5.                                 The Separate Account
 6.(a)                              Not Applicable
 6.(b)                              Not Applicable
 9.                                 Legal Proceedings
10.                                 The Policy
11.                                 Variable Insurance Products Funds
12.                                 Variable Insurance Products Funds
13.                                 Charges and Deductions
14.                                 The Policy
15.                                 The Separate Account
16.                                 Variable Insurance Products Funds
17.                                 Policy Benefits and Rights
18.                                 The Policy
19.                                 Not Applicable
20.                                 Not Applicable
21.                                 Not Applicable
22.                                 Not Applicable
23.                                 Not Applicable
24.                                 Not Applicable
25.                                 SAFECO
26.                                 SAFECO
27.                                 SAFECO
28.                                 SAFECO
29.                                 SAFECO
30.                                 SAFECO
31.                                 Not Applicable
32.                                 Not Applicable
33.                                 Not Applicable
34.                                 Not Applicable
35.                                 Not Applicable
36.                                 SAFECO
37.                                 Not Applicable
38.                                 Distribution of the Policies
39.                                 Distribution of the Policies
40.                                 Not Applicable
41.(a)                              Distribution of the Policies
42.                                 Not Applicable
43.                                 Not Applicable
44.                                 The Policy
45.                                 Not Applicable
</TABLE>
<PAGE>   3
<TABLE>
<S>                                 <C>
46.                                 Policy Benefits and Rights
47.                                 Not Applicable
48.                                 Not Applicable
49.                                 Not Applicable
50.                                 Not Applicable
51.                                 SAFECO, The Policy
52.                                 Variable Insurance Products Funds
53.                                 Tax Status
54.                                 Financial Statements
55.                                 Not Applicable
</TABLE>
<PAGE>   4
                                 REPRESENTATIONS

1. Registrant represents that Section (b)(13)(iii)(F) of Rule 6e-3(T) is being
     relied on.

2. Registrant represents that the level of the risk charge is reasonable in
     relation to the risks assumed by the life insurer under the Policies.

3. Registrant represents that it has analyzed the risk charge taking into
     consideration such facts as current charge levels, potential adverse
     mortality, the manner in which charges are imposed, the markets in which
     the Policy will be offered and anticipated sales and lapse rates.

     Registrant also represents that a memorandum has been prepared in
     connection with the analysis of the risk charge as set forth above.
     Registrant undertakes to keep and make available to the Commission on
     request the memorandum.

4. Registrant represents that the Company has concluded that there is a
     reasonable likelihood that the distribution financing arrangement of the
     Separate Account will benefit the Separate Account and policyholders and
     will keep and make available to the Commission on request a memorandum
     setting forth the basis for this representation.

5. Registrant represents that the Separate Account will invest only in
     management investment companies which have undertaken to have a Board of
     Directors, a majority of whom are not interested persons of the Company,
     formulate and approve any plan under Rule 12b-1 to finance distribution
     expenses.
<PAGE>   5
 
INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
 
This Prospectus describes an individual flexible premium variable life insurance
policy ("Policy"). The Policy is designed for the maximum flexibility in meeting
the insurance needs of individuals. The Policy provides death protection until
the Policy Anniversary following the Primary Insured's 95th birthday, at which
time SAFECO will pay the value of the Policy Account, less any outstanding
indebtedness.
 
Net premiums will be placed in the Owner's Policy Account, which are then
allocated to one or more Investment Divisions of SAFECO Life Insurance Company's
("SAFECO") Separate Account SL ("Separate Account") and/or to SAFECO's
Guaranteed Interest Division.
 
The Separate Account has Investment Divisions, each of which invests in shares
of a corresponding portfolio of Fidelity's Variable Insurance Products Fund,
Fidelity's Variable Insurance Products Fund II, Lexington Natural Resources
Trust, Lexington Emerging Markets Fund, Inc., and SAFECO Resource Series Trust,
collectively, the "Funds." (Until February 16, 1996, the Separate Account also
included Investment Divisions investing in shares of The Hudson River Trust,
which shares are not available in connection with the Policies described in this
Prospectus. See "The Separate Account" on Page 6 for further information.)
 
Fidelity's Variable Insurance Products Fund ("VIP") is a mutual fund comprised
of five portfolios, each of which is currently available in connection with the
Policies. The five portfolios are: Money Market, High Income, Equity-Income,
Growth and Overseas.
 
Fidelity's Variable Insurance Products Fund II ("VIPII") is a mutual fund
comprised of five portfolios, each of which is currently available in connection
with the Policies. The five portfolios are: Investment Grade Bond, Asset
Manager, Index 500, Asset Manager: Growth, and Contrafund.
 
Lexington Natural Resources Trust and the Lexington Emerging Markets Fund, Inc.
("Lexington Emerging Markets Fund") each consist of only one portfolio which are
offered hereunder; the Lexington Natural Resources Portfolio and the Lexington
Emerging Markets Portfolio, respectively.
 
SAFECO Resource Series Trust ("SAFECO RST") currently consists of five
portfolios, four of which are currently available in connection with the
Policies. The four portfolios are: Equity, Growth, Northwest and Bond.
 
The Guaranteed Interest Division is part of SAFECO's general account.
 
The portion of the Policy Account that is in an Investment Division of the
Separate Account will vary depending on the value of such Investment Division,
which in turn depends on the investment performance of the corresponding
portfolio of the Funds. There are no minimum guarantees as to the value of such
portion of the Policy Account. The portion of the Policy Account that is in the
Guaranteed Interest Division will accumulate, after deductions, at a rate of
interest determined by SAFECO. Such rate will not be less than 4% per year.
 
It may not be advantageous to purchase the Policy as a replacement for another
type of life insurance. It also may not be advantageous to purchase flexible
premium variable life insurance to obtain additional insurance protection if the
purchaser already owns another flexible premium life insurance policy.
 
The amount of death benefit, or the duration of insurance coverage, or both, may
be variable or fixed as elected by the Owner.
 
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.
 
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
 
THIS PROSPECTUS MUST BE ACCOMPANIED BY OR PRECEDED BY CURRENT PROSPECTUSES FOR
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND, FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND II, LEXINGTON NATURAL RESOURCES TRUST, LEXINGTON EMERGING MARKETS
FUND, INC., AND SAFECO RESOURCE SERIES TRUST.
 
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1996.
 
- --------------------------------------------------------------------------------
 
                                       (i)
<PAGE>   6
 
GLOSSARY
 
ADMINISTRATIVE OFFICE
Refers to the office where all requests should be addressed. The address of the
Administrative Office is P.O. Box 344, Haddam, Connecticut 06438-0344. The phone
number is 1-800-982-3656 or 1-203-345-8561.
 
ATTAINED AGE
Age on most recent Policy Anniversary.
 
BENEFICIARY
The Beneficiary is as named in the application, unless later changed. The
Beneficiary is entitled to the insurance benefits of the Policy.
 
CASH SURRENDER VALUE
The Cash Surrender Value on any date is equal to the amount in the Policy
Account on that date minus any applicable surrender charge.
 
EFFECTIVE DATE
The Effective Date is the date when insurance coverage begins under the Policy.
 
FACE AMOUNT OF INSURANCE
The amount chosen by the Owner used to determine the death benefit.
 
FINAL POLICY DATE
The date on which SAFECO will pay the value of the Policy Account less any
outstanding indebtedness if the Policy is in effect on such date.
 
GUARANTEED INTEREST DIVISION
The Guaranteed Interest Division is part of SAFECO's general account and
guarantees the principal and interest rate paid.
 
INVESTMENT DIVISION
A Division of the Separate Account invested wholly in shares of one of the
portfolios of the Funds.
 
MAXIMUM PREMIUM
The annual premium for the Face Amount of Insurance at issue that would be
payable in equal amounts through the Final Policy Date and which is based on:
the guaranteed cost of insurance using the 1980 Commissioner's Standard Ordinary
Mortality Table, the other charges made in accordance with the Policy, and the
net investment earnings at an effective annual rate of 5%.
 
NET CASH SURRENDER VALUE
The Net Cash Surrender Value is equal to the Cash Surrender Value minus any loan
and loan interest.
 
OWNER
The Owner is the Primary Insured unless named otherwise in the application or
later changed.
 
POLICY ACCOUNT
The sum of the value of Policy assets both in the Guaranteed Interest Division
and the Separate Account.
 
POLICY ANNIVERSARY
The same day and month as the Effective Date, day and month, for each year the
Policy remains in effect.
 
                                      (ii)
<PAGE>   7
 
POLICY MONTH
A period of time commencing on the same day of the month as the Effective Date
and ending on the day preceding the same day of the next month.
 
POLICY YEAR
The first Policy Year starts on the Effective Date. Future Policy Years start on
the same day and month in each subsequent year, i.e., the Policy Anniversary.
 
PRIMARY INSURED
The insured person whose death benefit includes the Policy Account.
 
SEPARATE ACCOUNT
A segregated asset account named SAFECO Separate Account SL, maintained by
SAFECO into which a portion of its assets has been allocated for the
Accumulation Life Policies and certain other policies.
 
UNIT VALUE
The unit of measure used to determine the value of the Investment Divisions in
the Separate Account.
 
                                      (iii)
<PAGE>   8
 
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
SUMMARY....................................................................................      1
SAFECO.....................................................................................      5
         Advertising and Performance.......................................................      5
THE SEPARATE ACCOUNT.......................................................................      6
SEPARATE ACCOUNT INVESTMENT DIVISIONS......................................................      6
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS.......................................      6
         Fidelity's Variable Insurance Products Fund Investment Objectives and Policies of
       the Portfolios......................................................................      6
         Fidelity's Variable Insurance Products Fund II Investment Objectives and Policies
       of the Portfolios...................................................................      7
         Lexington Natural Resources Trust Investment Objectives and Policies of the
        Portfolio..........................................................................      8
         Lexington Emerging Markets Fund Investment Objectives and Policies of the
        Portfolio..........................................................................      9
         SAFECO Resource Series Trust Investment Objectives and Policies of the
        Portfolios.........................................................................      9
         Substitution of Securities........................................................      9
ALLOCATIONS................................................................................      9
PREMIUMS...................................................................................     10
         The Initial Premium...............................................................     10
         Subsequent Premiums...............................................................     10
         Limits............................................................................     10
         Grace Period......................................................................     10
         Reinstatement.....................................................................     11
CHARGES AND DEDUCTIONS.....................................................................     11
         Deductions From Premium Payments..................................................     11
               Premium Tax Charge..........................................................     11
               Sales Loads.................................................................     11
         Deductions from Policy Account....................................................     11
               First Year Administrative Charge............................................     11
               Monthly Charges.............................................................     11
                     The Monthly Administrative Charge.....................................     11
                     The Monthly Cost of Insurance for Primary Insured.....................     11
                     The Monthly Cost of Any Benefits Provided by Riders...................     12
         Deductions from Separate Account..................................................     12
               Mortality and Expense Risk Charge...........................................     12
               Income Tax Charge...........................................................     12
         Deductions for Other Transactions.................................................     12
               Transfers Among Investment Options..........................................     12
               Increases in Face Amount of Insurance.......................................     12
               Partial Withdrawals.........................................................     12
         Surrender Charges.................................................................     12
               Full Surrenders.............................................................     12
               Decreases in Face Amount of Insurance.......................................     13
         Fund Expenses.....................................................................     13
               Fidelity's VIP Fund and VIPII Fund..........................................     13
               Lexington Natural Resources Trust and Lexington Emerging Markets Fund.......     14
               SAFECO Resource Series Trust................................................     15
</TABLE>
 
                                      (iv)
<PAGE>   9
 
<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
POLICY BENEFITS AND RIGHTS.................................................................     15
         Insurance Benefits................................................................     15
         Death Benefit.....................................................................     15
         Guaranteed Death Benefit Endorsement..............................................     16
         Changing Face Amount of Insurance or Death Benefit Option.........................     16
         Transfers Among Investment Options................................................     17
         Policy Loans......................................................................     17
         Loan Interest.....................................................................     18
         Loan Repayment....................................................................     18
         Full Cash Surrender...............................................................     18
         Partial Cash Withdrawal...........................................................     19
VALUATION..................................................................................     19
OTHER PROVISIONS...........................................................................     19
         Owner.............................................................................     19
         Beneficiary.......................................................................     20
         Changing Owner or Beneficiary.....................................................     20
         Assignment........................................................................     20
ADMINISTRATION OF THE POLICIES.............................................................     20
DELAY OF PAYMENTS..........................................................................     20
MANAGEMENT OF THE COMPANY..................................................................     21
TAX STATUS.................................................................................     21
         Introduction......................................................................     21
         Diversification...................................................................     22
         Tax Treatment of the Policy.......................................................     23
         Policy Proceeds...................................................................     23
         Tax Treatment of Loans and Surrenders.............................................     23
         Multiple Policies.................................................................     24
         Tax Treatment of Assignments......................................................     24
         Qualified Plans...................................................................     24
SEPARATE ACCOUNT VOTING RIGHTS.............................................................     24
         Disregard of Voting Instructions..................................................     25
DISTRIBUTION OF THE POLICIES...............................................................     25
REPORTS TO POLICY OWNERS...................................................................     25
LEGAL PROCEEDINGS..........................................................................     25
EXPERTS....................................................................................     25
FINANCIAL STATEMENTS.......................................................................     26
APPENDIX A-FINANCIAL STATEMENTS............................................................    A-1
APPENDIX B-HYPOTHETICAL ILLUSTRATIONS
         Of Death Benefits, Policy Account and Net Cash Surrender Values, and Accumulated
       Premiums............................................................................    B-1
APPENDIX C-ILLUSTRATIONS
         Of Variation in Death Benefit, Policy Account and Cash Surrender Values in
       Relation to the Funds' Investment Experience........................................    C-1
APPENDIX D
         Standard & Poor's 500.............................................................    D-1
APPENDIX E
         Long-Term Market Trends...........................................................    E-1
</TABLE>
 
                                       (v)
<PAGE>   10
 
SUMMARY
- --------------------------------------------------------------------------------
 
The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus. Unless otherwise indicated, the description of the Policy contained
in this Prospectus assumes that the Policy is in force and that there is no
outstanding indebtedness.
 
                               DIAGRAM OF POLICY
    ------------------------------------------------------------------------
                                PREMIUM PAYMENTS
 
                      - You can vary amount and frequency.
    ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                            DEDUCTIONS FROM PREMIUMS
 
                  - Sales load and distribution expense is 3%.
               - Premium tax that varies by state or subdivision.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  NET PREMIUM
 
    - You direct the net premium to be invested in the Guaranteed Interest
    Division (GID) or to the Separate Account which offers sixteen different
    Investment Divisions. Each Investment Division invests in a separate
    portfolio of Fidelity's Variable Insurance Products Fund, Fidelity's
    Variable Insurance Products Fund II, Lexington Natural Resources Trust,
    Lexington Emerging Markets Fund or SAFECO Resource Series Trust.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
 
    - Monthly charge for cost of insurance and cost of any riders.
    - Monthly charge for administrative expenses of $24.00 per month the
    first year, $4.00 per month thereafter.
    - Daily charge, at an annual rate of 0.90% from the Investment Divisions
    for mortality and expense risks. This charge is not deducted from the
    GID.
    - Investment advisory fees and fund expenses are deducted from each
    portfolio.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                    BENEFITS
 
 LIVING BENEFITS:
    - Loans may be taken at a zero net interest rate after twelve years.
    - The Policy may be surrendered at any time for its Net Cash Surrender
    Value.
    - Partial withdrawals can be made after the first Policy Year (subject
    to certain restrictions). The death benefit will be reduced by the
    amount of the partial withdrawal.
    - Accelerated payment of a portion of the lowest scheduled death benefit
    is available under certain conditions to insureds suffering from
    terminal illnesses.
 RETIREMENT BENEFITS:
    - Loans may be taken at a zero net interest rate after twelve years.
    - Partial withdrawals of Cash Surrender Values may be taken.
 DEATH BENEFITS:
    - Death benefits are income tax free to the Beneficiary.
    - Lifetime income to the Beneficiary is available in a variety of
    settlement options.
    - For certain Policies issued on or after April 29, 1994, a Guaranteed
    Death Benefit Endorsement may be added to the Policy.
- --------------------------------------------------------------------------------
 
                                        1
<PAGE>   11
 
THE POLICY
 
The Policy described in this Prospectus is a flexible premium variable life
insurance policy. The Policy is "flexible" because unlike the fixed premium and
benefits of an ordinary whole life insurance policy, the frequency and amount of
premium payments can vary, the Owner can choose between death benefit options
and increase or decrease the amount of insurance coverage, all within the same
policy of insurance.
 
After SAFECO accepts the Primary Insured, receives at least the minimum initial
premium and deducts certain charges, the Policy Account is established. For the
first 25 days after the Effective Date, the Policy Account will be allocated to
the Money Market Investment Division of the Separate Account. At the end of this
25 day period, the Policy Account will be allocated to the Investment Divisions
of the Separate Account and to the unloaned portion of the Guaranteed Interest
Division in accordance with the Owner's instructions. The Policy Account
reflects the amount and frequency of premium payments, deductions for the cost
of insurance and expenses, the investment experience of amounts allocated to the
Separate Account, interest earned on amounts allocated to the Guaranteed
Interest Division, loans and partial withdrawals. There is no minimum guaranteed
value with respect to any amounts allocated to the Separate Account.
 
The Guaranteed Interest Division guarantees the principal and interest credited
and paid. The declared interest rate will vary and is guaranteed to never be
less than 4% per year.
 
The Policy is "variable" because the Policy Account, and under certain
circumstances the death benefit under the Policy, may increase or decrease
depending upon the investment results of the selected Investment Divisions of
the Separate Account.
 
There are two death benefit options: Option A and Option B. If death benefit
Option A is in effect, the death benefit is the greater of the Face Amount of
Insurance or a percentage of the amount in the Policy Account. Under this
option, the amount of the death benefit is fixed, except when it is determined
by such a percentage. If death benefit Option B is in effect, the death benefit
is the greater of the Face Amount of Insurance plus the amount in the Policy
Account, or a percentage of the amount in the Policy Account. Under this option,
the amount of the death benefit is variable. The Owner can change the selection
of death benefit option.
 
SAFECO makes monthly deductions from the Policy Account (i) to cover the cost of
the benefits provided by the Policy, (ii) to cover the cost of any benefits
provided by riders to the Policy and (iii) for the cost of administering the
Policy. If the Net Cash Surrender Value of the Policy is not sufficient to cover
the monthly deduction when due, a grace period of 61 days will be allowed for
the payment of a premium or a loan repayment. If a premium or a loan repayment
sufficient to cover three monthly deductions of cost of insurance plus other
charges made in accordance with the Policy is still unpaid at the end of the
grace period, the Policy will lapse and all coverage under the Policy will
terminate. If the Guaranteed Death Benefit Endorsement has been added to the
Policy, then as long as required premiums are paid, the Policy will not
terminate prior to the Primary Insured's 80th birthday and a death benefit will
be payable upon the death of the Primary Insured regardless of the investment
performance of the Investment Divisions selected. (See "Guaranteed Death Benefit
Endorsement" on page 16.)
 
The Policy has been designed to comply with the definition of life insurance
contained in Section 7702 of the Internal Revenue Code of 1986, as amended.
However, the law in this regard is very complex and unclear. While every attempt
has been made to comply, there is the risk that the Internal Revenue Service
will not concur with SAFECO's interpretations of Section 7702 that were made in
determining such compliance. For a further discussion, see "Tax Status - Tax
Treatment of the Policy" on Page 23.
 
THE SEPARATE ACCOUNT
 
The Separate Account has been established by SAFECO pursuant to the insurance
laws of the State of Washington and is organized as a unit investment trust
under the Investment Company Act of 1940, as amended. Net premiums are placed in
the Owner's Policy Account, which are then allocated to one or more Investment
Divisions of the Separate Account and/or to the Guaranteed Interest Division.
The Separate Account is divided into Investment Divisions. Each Investment
Division invests in portfolio(s) of
 
                                        2
<PAGE>   12
 
the Funds. The owner can choose to allocate net premiums or cash value in up to
nine of the available sixteen Investment Divisions at any one time.
 
Fidelity's Variable Insurance Products Fund ("VIP") is a mutual fund comprised
of five portfolios, each of which is currently available in connection with the
Policies. The five portfolios are: Money Market, High Income, Equity-Income,
Growth and Overseas.
 
Fidelity's Variable Insurance Products Fund II ("VIPII") is a mutual fund
comprised of five portfolios, each of which is currently available in connection
with the Policies. The five portfolios are: Investment Grade Bond, Asset
Manager, Index 500, Asset Manager: Growth and Contrafund.
 
Lexington Natural Resources Trust and the Lexington Emerging Markets Fund, Inc.
("Lexington Emerging Markets Fund") each consist of only one portfolio which are
offered hereunder; the Lexington Natural Resources Portfolio and the Lexington
Emerging Markets Portfolio, respectively.
 
SAFECO Resource Series Trust ("SAFECO RST") currently consists of five
portfolios, four of which are currently available in connection with the
Policies. The four portfolios are: Equity, Growth, Northwest and Bond.
 
RIGHT TO EXAMINE THE POLICY
 
The Owner may examine the Policy and if for any reason is not satisfied, may
cancel the Policy by returning it with a written request for cancellation to
SAFECO's Administrative Office by the later of: (a) the 10th day after receipt;
or (b) the 45th day after Part I of the application was signed. If the Owner
cancels the Policy, SAFECO will refund an amount equal to the premium payments
made under the Policy.
 
CHARGES AND DEDUCTIONS
 
FROM THE PREMIUM PAYMENTS
 
PREMIUM TAX CHARGE. State and/or local premium taxes are assessed based on the
Owner's residence. Premium taxes currently range up to 4%.
 
SALES LOADS. There is a sales charge equal to 3% of each premium payment. There
is also a surrender charge of up to 47% of the Maximum Premium assessed in the
event the Policy Account is surrendered for its Net Cash Surrender Value. (See
"Surrender Charges" on Page 12.)
 
FROM THE POLICY ACCOUNT
 
FIRST YEAR ADMINISTRATIVE CHARGE. During the first Policy Year, a charge of
$20.00 is deducted from the Policy Account at the beginning of each Policy
Month.
 
MONTHLY DEDUCTION. Deductions from the Policy Account at the beginning of each
Policy Month consist of:
 
1.  The monthly administrative charge is currently $4.00 per Policy Month.
    SAFECO has reserved the right to change this charge, but it will never be
    more than $8.00 per Policy Month;
 
2.  The monthly cost of insurance for the Primary Insured; and
 
3.  The monthly cost of any benefits provided by riders to the Policy.
 
FROM THE SEPARATE ACCOUNT
 
MORTALITY AND EXPENSE RISK CHARGE. This charge is equal on an annual basis to
0.90% of the daily net asset value of the Separate Account. SAFECO estimates
that, of the Mortality and Expense Risk Charge, approximately 0.55% is for the
assumption of mortality risks and approximately 0.35% is for the assumption of
expense risks.
 
INCOME TAX CHARGE. SAFECO has reserved the right to make a provision for
federal, state and local income taxes which have resulted from the operation of
any Investment Division of the Separate Account.
 
                                        3
<PAGE>   13
 
FOR OTHER TRANSACTIONS
 
FOR TRANSFERS AMONG INVESTMENT OPTIONS. The first twelve transfers of amounts in
a Policy Year will be made without charge. A charge of up to $25.00 may be
deducted from the Policy Account for each additional transfer in that Policy
Year. However, under certain systematic investing programs this charge will not
be applicable.
 
FOR INCREASES IN FACE AMOUNT OF INSURANCE. $2.00 for each $1,000 of increase is
deducted from the Policy Account up to a maximum charge of $300.00 per increase.
 
FOR PARTIAL WITHDRAWALS. A charge equal to $25.00 or 2% of the amount withdrawn,
if less, is deducted from the Policy Account whenever there is a partial
withdrawal of Net Cash Surrender Value.
 
SURRENDER CHARGES
 
FOR FULL SURRENDERS. A surrender charge of up to 47% of the Maximum Premium will
be deducted from the Policy Account if the Policy is surrendered in the first
ten Policy Years. An Owner can minimize the amount of Surrender Charge by
limiting the amount of premiums paid in the first year. (See "Charges and
Deductions - Surrender Charges" on Page 12.)
 
FOR DECREASES IN FACE AMOUNT OF INSURANCE. A decrease in the Face Amount of
Insurance is a partial surrender, for which a portion of the Surrender Charge
will be deducted from the Policy Account. (See "Charges and
Deductions - Surrender Charges" on Page 12.)
 
There are no Surrender Charges after the tenth Policy Year.
 
FUND EXPENSES
 
Each portfolio of the Funds pays an investment advisory fee. The Funds have also
assumed responsibility for paying certain operating expenses. (See "Charges and
Deductions - Fund Expenses" on Page 13.)
 
For a complete discussion of all the charges and deductions, see "Charges and
Deductions" on Page 11.
 
POLICY LOANS
 
The Owner may obtain a Policy loan, using the Policy Cash Surrender Value as
security. (See "Policy Benefits and Rights - Policy Loans" on Page 17.)
 
TAX STATUS
 
MODIFIED ENDOWMENT CONTRACTS
 
The Technical and Miscellaneous Revenue Act of 1988 (the "1988 Act") alters the
tax treatment accorded to loans and certain distributions from life insurance
policies which are deemed to be "modified endowment contracts."
 
A Policy will be a modified endowment contract if it is issued or materially
changed on or after June 21, 1988, and if the cumulative amount paid under it at
any time during the first seven Policy Years exceeds the sum of the net level
premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums (the "7-pay test"). A material change to the Policy at any time results
in the commencement of a new 7-pay test period. An increase in a death benefit
not as a result of investment performance is a material change. A Policy that
was entered into prior to June 21, 1988, may be deemed to be a modified
endowment contract if it is materially changed and fails to meet the 7-pay test.
If the Policy is acquired through an exchange of another life insurance policy,
the 7-pay test is applicable even though the original policy was entered into
prior to June 21, 1988. Due to the flexible premium nature of the Policy, the
determination of whether it qualifies for treatment as a modified endowment
contract depends on the individual circumstances of each Policy. SAFECO will
make every effort to provide Owners with information necessary to determine the
applicability of the 7-pay test. However, Owners should consult with a tax
advisor as to its applicability to their own circumstances.
 
If a Policy is a modified endowment contract, partial or full surrenders and/or
loan proceeds are taxable to the extent of income in the Policy and will also be
subject to an additional 10% federal income tax penalty
 
                                        4
<PAGE>   14
 
applied to the income. However, the penalty does not apply to any distribution:
(1) made on or after the date on which the taxpayer reaches age 59 1/2; (2)
which is attributable to the taxpayer becoming disabled (within the meaning of
Section 72(m)(7) of the Internal Revenue Code); or (3) which is part of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the taxpayer or the joint lives (or
joint life expectancies) of such taxpayer and his or her beneficiary. These
distributions are taxed using an "income-first" method rather than a
"basis-first" method. Owners should consult a tax adviser regarding the possible
tax consequences of loans from and/or surrenders of the Policy.
 
The 1988 Act further provides that multiple modified endowment contracts that
are issued during any calendar year to the same Owner by one company or its
affiliates are treated as one modified endowment contract for purposes of
determining the taxable portion of any loans or distributions. Such treatment
may result in adverse tax consequences including more rapid taxation of the
loans or distributed amounts from such combination of contracts. Owners should
consult a tax adviser prior to purchasing more than one modified endowment
contract during any calendar year.
 
For more details, see "Tax Status - Policy Proceeds" on Page 23 and "Tax
Status - Tax Treatment of Loans and Surrenders on Page 23.
 
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 address of SAFECO
is P.O. Box 34690, Seattle, Washington 98124-1690. The address of the
Administrative Office is P.O. Box 344, Haddam, Connecticut 06438-0344. The phone
number is 1-800-982-3656 or (203)-345-8561. All requests should be directed to
the Administrative Office. All premium payments should be directed to the
Address, P.O. Box 30349, Hartford, CT 06150.
 
SAFECO is rated A++ (Superior), the highest ranking available, by A.M. Best, an
independent firm that analyzes insurance carriers. SAFECO is also rated Aa2
(Excellent) for financial strength by Moody, and AA (Excellent) for claims
paying ability by Standard & Poor ("S&P"), both of which are the third highest
ranking out of 21 classifications. The financial strength of SAFECO may be
relevant with respect to SAFECO's ability to satisfy its general account
obligations under the Policies.
 
ADVERTISING AND PERFORMANCE
 
Total returns for the Funds may be quoted in advertising and marketing materials
when accompanied by policy performance at the Separate Account level.
Comparative performance information may also be used from time to time,
including Lipper Analytical Services, Inc., Morningstar, Inc. and The VARDS
Report by Financial Planning Resources, Inc., or major market indices such as
the Dow Jones Industrial Average Index, Standard & Poor's 500 Composite Stock
Price Index, Morgan Stanley Capital International World Index, Morgan Stanley
Emerging Markets Free Index, Morgan Stanley Capital International, Europe,
Australiasia, Far East (EAFE) Index and other circular services and
publications. Such comparative performance information will be stated in the
same terms in which the comparative data and indices are stated. The services
utilize industry standard measurements some of which are described below:
 
Relative volatility measures the variability of a return from its mean, in terms
of a standard measurement. Beta is a measure of a portfolio's market risk. The
beta of the market is 1.00 as measured with the S&P 500 Index. Accordingly, a
portfolio with a beta of 1.10 is expected to perform 10% better than the market
in up markets and 10% worse than the market in down markets. Conversely, a beta
of .85 indicates that the portfolio is expected to perform 15% worse than the
market in up markets and 15% better than the market in down markets. R2 is a
measure of correlation between the portfolio and a benchmark index, such as the
S&P 500 Index, calculated over three years. R2 is a proportion that ranges
between 0.00 and 1.00. As R2 decreases, so does the validity of the benchmark
comparison.
 
                                        5
<PAGE>   15
 
THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------
 
The Board of Directors of SAFECO adopted a resolution to establish a segregated
asset account pursuant to Washington insurance law on November 6, 1986. This
segregated asset account has been designated Separate Account SL. 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, as amended (the "1940 Act"). 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 Policies,
credited to or charged against the Separate Account without regard to other
income, gains or losses of SAFECO. SAFECO's obligations arising under the
Policies are general corporate obligations.
 
The Separate Account is divided into Investment Divisions. Each Investment
Division invests in shares of a corresponding portfolio of the Funds. This
Prospectus describes Policies under which net premiums are allocable to
portfolios of the Funds through Investment Divisions of the Separate Account.
 
SEPARATE ACCOUNT INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------
 
Each Investment Division of the Separate Account is invested solely in the
shares of one portfolio of the Funds. Each of the Funds, except Lexington
Natural Resources Trust, is an open-end, diversified management investment
company registered under the 1940 Act. Lexington Natural Resources Trust is an
open-ended, non-diversified management investment company registered under the
1940 Act. While a brief summary of the investment objectives and policies of the
portfolios of the Funds is set forth below, more comprehensive information,
including a discussion of potential risks, is found in the Prospectuses for the
Funds which are included with this Prospectus. Each of the Funds is intended for
use in connection with variable annuity contracts and variable life insurance
policies offered by various life insurance companies. For a further discussion,
see the Funds' Prospectuses. Each of the Funds has entered into an investment
advisory agreement with the respective Funds' investment advisor.
 
Shares of the Funds are issued and redeemed in connection with variable life
policies issued through the Separate Account, other SAFECO Separate Accounts
issuing variable contracts and variable annuity and/or variable life insurance
policies issued through separate accounts of life insurance companies not
affiliated with SAFECO. Shares of the SAFECO RST may also be made directly
available to qualified plans. The Funds do not foresee any disadvantage to
Owners arising out of the fact that the Funds have been made available to
separate accounts of companies not affiliated with SAFECO. Nevertheless, the
Funds intend to 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. If such a conflict were to occur, one of the
separate accounts might withdraw its investment in the Fund(s). This might force
the Fund(s) to sell portfolio securities at disadvantageous prices.
 
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS
- --------------------------------------------------------------------------------
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND ("VIP")
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
VIP MONEY MARKET          High-quality, U.S. dollar denominated     Seeks to obtain as high a level of
                          money market securities of domestic and   current income as is consistent
                          foreign issuers, such as certificates     with preserving capital and
                          of deposit, obligations of governments    providing liquidity.
                          and their agencies and commercial paper
                          and notes.
</TABLE>
 
                                        6
<PAGE>   16
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
VIP HIGH INCOME           At least 65% in income-producing debt     Seeks to obtain a high level of
                          securities and preferred stocks,          current income by investing
                          including convertible securities; up to   primarily in high-yielding, lower-
                          20% in common stocks and other equity     rated, fixed-income securities,
                          securities; and up to 15% in securities   while also considering growth of
                          that are illiquid by virtue of            capital. High-yielding lower grade
                          restrictions on resale and all other      corporate debt securities are
                          illiquid securities.                      commonly known as "junk bonds" and
                                                                    involve a significant degree of
                                                                    risk. See "Securities and
                                                                    Investment Practices" in the
                                                                    accompanying Variable Insurance
                                                                    Products Fund Prospectus.

VIP EQUITY-INCOME         At least 65% in income-producing common   Seeks reasonable income by
                          or preferred stock and the remainder in   investing primarily in income-
                          debt securities.                          producing equity securities, with
                                                                    the potential for capital
                                                                    appreciation as a consideration.

VIP GROWTH                Portfolio will normally purchase common   Seeks to achieve capital
                          stocks, although investments are not      appreciation.
                          restricted to any one type of security.
                          Capital appreciation may also be found
                          in other types of securities, including
                          bonds and preferred stocks.

VIP OVERSEAS              Normally invests at least 65% of its      Seeks long-term growth of capital
                          assets in securities of companies from    primarily through investments in
                          at least three countries outside of       foreign securities.
                          North America.
</TABLE>
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II ("VIPII")
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
VIPII INVESTMENT GRADE    The Portfolio will maintain a dollar-     Seeks as high a level of current
  BOND                    weighted average portfolio maturity of    income as is consistent with the
                          ten years or less. Under normal           preservation of capital by
                          conditions, at least 65% of the           investing in a broad range of
                          Portfolio's total assets will be          investment- grade, fixed-income
                          invested in investment-grade              securities.
                          fixed-income securities such as bonds,
                          notes and debentures. Investment-grade
                          securities are those rated Baa or
                          better by Moody's Investors Service,
                          Inc. or BBB or better by Standard &
                          Poor's Corporation, and unrated
                          securities judged by Fidelity
                          Management to be of equivalent quality.

VIPII ASSET MANAGER       The Portfolio allocates its assets        Seeks high total return with
                          among domestic and foreign stocks,        reduced risk over the long-term.
                          bonds and short-term fixed income
                          instruments.
</TABLE>
 
                                        7
<PAGE>   17
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
VIPII INDEX 500           The Portfolio's assets will be invested   Seeks investment results that
                          in equity securities of companies which   correspond to the total return
                          compose the S&P 500*.                     (i.e., the combination of capital
                                                                    changes and income) of common
                                                                    stocks publicly traded in the
                                                                    United States, as represented by
                                                                    the Standard & Poor's Composite
                                                                    Index of 500 Stocks, while keeping
                                                                    transaction costs and other
                                                                    expenses low.

VIPII ASSET MANAGER:      The Portfolio's assets will be            Seeks maximum total return over the
GROWTH                    diversified across domestic and foreign   long term.
                          stocks, bonds and short term
                          instruments while maintaining a neutral
                          mix which will vary over short term
                          periods gradually adjusting the
                          Portfolio's holdings within defined
                          ranges.

VIPII CONTRAFUND          The Portfolio's assets will be invested   Seeks long-term capital
                          mainly in undervalued or out-of-favor     appreciation.
                          equity securities of companies and
                          industries. This strategy can lead to
                          investments in stocks of small
                          companies which may not be well-known.
</TABLE>
 
LEXINGTON NATURAL RESOURCES TRUST
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
LEXINGTON NATURAL         Natural resource assets are materials     Seeks long-term growth of capital
RESOURCES                 derived from natural sources which have   through investing primarily in
                          economic value. The Portfolio seeks to    common stocks of companies that own
                          identify securities of companies that,    or develop natural resources and
                          in its management's opinion, are          other basic commodities, or supply
                          undervalued relative to the value of      goods and services to such
                          natural resource holdings of such         companies.
                          companies in light of current and
                          anticipated economic or financial
                          conditions. Examples of natural
                          resource assets include companies that
                          specialize in energy sources, forest
                          products, environmental technology,
                          agriculture products, chemical
                          products, metals (ferrous and non-
                          ferrous, strategic, precious) and other
                          basic commodities.
</TABLE>
 
*  "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500" and
   "500" are trademarks of Standard & Poor's Corporation ("S&P") and have been
   licensed for use by SAFECO. The Index 500 Portfolio is not sponsored,
   endorsed, sold or promoted by S&P and S&P makes no representation regarding
   the advisability of investing in the Index 500 Portfolio.
 
                                        8
<PAGE>   18
 
LEXINGTON EMERGING MARKETS FUND
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
LEXINGTON EMERGING        The Portfolio invests primarily in        Seeks long-term growth of capital
MARKETS                   emerging country and emerging market      primarily through investment in
                          equity securities. For purposes of its    equity securities and equivalents
                          objective, the Portfolio considers        of companies domiciled in, or doing
                          emerging country equity securities to     business in emerging countries and
                          be any country whose economy and market   emerging markets.
                          the World Bank or United Nations
                          considers to be emerging or developing.
                          Examples of these countries include
                          Malaysia, Thailand, Philippines,
                          Brazil, Chile and Poland.
</TABLE>
 
SAFECO RESOURCE SERIES TRUST ("SAFECO RST")
 
<TABLE>
<CAPTION>
       PORTFOLIO                     INVESTMENT POLICY                          OBJECTIVES
- ------------------------  ---------------------------------------   -----------------------------------
<S>                       <C>                                       <C>
SAFECO RST EQUITY         The Portfolio ordinarily invests          Seeks long-term growth of capital
                          principally in common stocks or           and reasonable current income.
                          securities convertible into common
                          stocks.

SAFECO RST GROWTH         The Portfolio ordinarily invests a        Seeks growth of capital and the
                          preponderance of its assets in common     increased income that ordinarily
                          stock selected for potential              follows from such growth.
                          appreciation.

SAFECO RST NORTHWEST      The Portfolio invests at least 65% of     Seeks long-term growth of capital
                          its total assets in securities issued     through investing primarily in
                          by companies with their principal         Northwest companies.
                          executive offices located in, Alaska,
                          Idaho, Montana, Oregon or Washington.

SAFECO RST BOND           The Portfolio invests primarily in        Seeks as high a level of current
                          medium-term debt securities.              income as is consistent with the
                                                                    relative stability of capital.
</TABLE>
 
There is no assurance that the investment objective of any of the portfolios
will be met. Owners bear the complete investment risk for Policy Account values
allocated to an Investment Division.
 
Additional portfolios and/or additional funds may from time to time be made
available as investments to underlie the Policy. However, the right to make such
selections will be limited by the terms and conditions imposed on such
transactions by SAFECO.
 
SUBSTITUTION OF SECURITIES
 
If the shares of the Funds or any portfolio within the Funds become unavailable
for investment by the Separate Account or, if in the judgment of SAFECO, further
investment in such shares becomes inappropriate in view of the purposes of the
Policy, SAFECO may substitute shares of another mutual fund (or portfolio within
the Fund(s)). No substitution of securities may take place without prior
approval of the Securities and Exchange Commission and under the requirements it
may impose.
 
ALLOCATIONS
- --------------------------------------------------------------------------------
 
The Policy provides investment options for the amount in the Policy Account. The
Owner specifies the original premium allocation and deduction allocation
percentages in the application for the Policy. Unless
 
                                        9
<PAGE>   19
 
changed, such percentages also apply to subsequent premium and deduction
allocations. The Owner can maintain balances in a maximum of nine Investment
Divisions at any one time. Allocation percentages must be zero or a whole number
not greater than 100. The sum of the premium allocation percentages and of the
deduction allocation percentages must each equal 100. After SAFECO accepts the
Primary Insured, receives at least the minimum initial premium and deducts
certain charges, the Policy Account is established for the Owner. For the first
25 days after the Effective Date, the Policy Account will be allocated to the
Money Market Investment Division of the Separate Account. At the end of this 25
day period, the Policy Account may be allocated to one or more Investment
Divisions up to a maximum of nine and to the unloaned portion of the Guaranteed
Interest Division in accordance with the Owner's instructions. Additional
premiums and deductions will be allocated to the Investment Divisions of the
Separate Account and to the unloaned portion of the Guaranteed Interest Division
as specified by the Owner.
 
If SAFECO cannot make a monthly deduction on the basis of the allocation
percentages, the deduction will be based on the proportion that the unloaned
value in the Guaranteed Interest Division and the values in the Investment
Divisions bear to the total unloaned value in the Policy Account.
 
PREMIUMS
- --------------------------------------------------------------------------------
 
THE INITIAL PREMIUM
 
The initial premium payment is due on or before delivery of the Policy. The
minimum initial premium required is that premium sufficient to cover three
monthly deductions for cost of insurance plus other charges made in accordance
with the Policy. The agent selling the Policy will provide a prospective
purchaser with this information. No insurance will take effect before the
initial premium payment is paid.
 
SUBSEQUENT PREMIUMS
 
Additional premiums may be paid at any time at P.O. Box 30349, Hartford,
Connecticut, 06150, while the Policy is in force and before the Final Policy
Date. These premiums must be in the form of a check or money order payable to
SAFECO Life. Such premiums may be in any amount subject to the limits described
below.
 
If the Owner elects to pay premiums on a planned periodic premium basis, SAFECO
will send premium reminder notices. Instead of receiving premium reminder
notices, an Owner can elect to have premiums automatically deducted from the
Owner's bank account. The Owner may skip planned premium payments or change
their frequency and amount.
 
For certain Policies issued on or after April 29, 1994, a Guaranteed Death
Benefit Endorsement may be added to the Policy. In order to maintain this
Endorsement in force, the Monthly Guaranteed Death Benefit Premium must be paid.
When the Endorsement is issued or other changes in the Policy are requested,
SAFECO will send the Owner a new Policy Information section which will show the
Monthly Guaranteed Death Benefit Premium. (See "Guaranteed Death Benefit
Endorsement" on Page 16.)
 
LIMITS
 
Each premium payment must be at least $50.00. SAFECO may increase this minimum
limit 90 days after sending the Owner a written notice of such increase.
 
SAFECO reserves the right not to accept premium payments in any Policy Year that
it determines would cause the Policy to fail to qualify as life insurance under
applicable tax law as currently interpreted by SAFECO. For a further
explanation, see "Tax Status - Policy Proceeds" on Page 239.
 
GRACE PERIOD
 
The duration of insurance coverage depends on whether the Net Cash Surrender
Value is sufficient to cover the monthly deductions described below. If the Net
Cash Surrender Value at the beginning of any Policy Month is less than such
deductions for that month, SAFECO will send a written notice to the Owner and
any assignee of record at the last known address stating that a grace period of
61 days has begun, starting on the date the notice was sent. The notice will
also state the amount of the payment (either a
 
                                       10
<PAGE>   20
 
loan repayment or a premium payment) sufficient to cover three monthly
deductions of cost of insurance plus other charges made in accordance with the
Policy.
 
If SAFECO does not receive such amount at P.O. Box 30349, Hartford, Connecticut,
06150, before the end of the grace period, SAFECO will send a written notice to
the Owner and any assignee of record stating that the Policy has ended without
value. If the insured dies during the grace period, SAFECO will pay the
insurance benefits. The grace period provisions are not applicable while the
Guaranteed Death Benefit Endorsement is in effect.
 
REINSTATEMENT
 
If the Policy has ended without value, it may be reinstated while the Primary
Insured is alive if:
 
1.  a request for reinstatement is made within five years after the end of the
    grace period;
2.  evidence of insurability satisfactory to SAFECO is provided; and
3.  a premium payment is made in an amount sufficient, after the date of
    reinstatement, to cover three monthly deductions of cost of insurance plus
    other charges made in accordance with the Policy.
 
The coverage will become effective on the beginning of the Policy Month which
coincides with or next follows the date the reinstatement application is
approved.
 
CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
 
DEDUCTIONS FROM PREMIUM PAYMENTS
 
PREMIUM TAX CHARGE. All states and certain jurisdictions, such as cities and
counties, tax premium payments and some levy other charges. Taxes currently
range up to 4%. SAFECO deducts the applicable tax which it has been charged from
each premium payment based on the Owner's residence.
 
SALES LOADS. SAFECO deducts a Sales Charge (Sales Load) of 3% of each premium
payment. The sales charge reimburses SAFECO, in part, for expenses incurred in
the distribution of the Policy. There is also a Surrender Charge assessed in the
event the Policy is surrendered for its Net Cash Surrender Value. (See "Charges
and Deductions - Surrender Charges" on Page 12.)
 
DEDUCTIONS FROM POLICY ACCOUNT
 
FIRST YEAR ADMINISTRATIVE CHARGE. At the beginning of each Policy Month during
the first Policy Year, a deduction of $20.00 is made from the Policy Account. It
covers the cost of application processing, establishing Policy records and
underwriting costs. Underwriting is the process of assigning the insured to an
appropriate risk class. SAFECO does not make a profit from this charge.
 
MONTHLY CHARGES. At the beginning of each Policy Month, a deduction is made from
the Policy Account to cover monthly administrative charges and to provide
insurance coverage, subject to the Grace Period provision described above. Such
deduction for any Policy Month is the sum of the following amounts determined as
of the beginning of that month:
 
1.  The monthly administrative charge is currently $4.00 per Policy Month.
    However, SAFECO reserves the right to change this charge, but it will never
    be more than $8.00 per Policy Month. This charge compensates SAFECO for the
    ongoing administration of the Policy and the Separate Account. Such
    administration includes the costs associated with maintenance of Policy
    records, Policy Owner service, reports to Owners and all accounting, reserve
    calculation, regulatory and reporting requirements and auditing of the
    Separate Account. SAFECO does not expect to profit from this charge.
 
2.  The monthly cost of insurance for the Primary Insured. The monthly cost of
    insurance is the current monthly "cost of insurance rate" times the "net
    amount at risk" (current death benefit minus the amount in the Policy
    Account) at the beginning of the Policy Month, plus any flat extra-rated
    charge times the Face Amount of Insurance at the beginning of the Policy
    Month. For this purpose the amount in the Policy Account is determined
    before the monthly cost of insurance deduction, but after all other
    deductions due on that date have been made. The cost of insurance rate is
    based on the Attained Age and rating class of the Primary Insured. For
    certain Policies issued on or after April 29, 1994, the cost of insurance is
    based on issue age, coverage duration and rating class of the Primary
    Insured and a
 
                                       11
<PAGE>   21
 
    preferred underwriting category is available to insureds who are determined
    to have better than average nonsmoker mortality (preferred nonsmoker) and
    smoker mortality (preferred smoker). As of the date hereof, the current
    rates which SAFECO is charging are less than or equal to the guaranteed
    rates. SAFECO may change the current rate no more frequently than once per
    Policy Year. The Guaranteed Maximum Insurance Cost Rates for standard risks
    are based on the 1980 Commissioner's Standard Ordinary Mortality Table, Age
    Last Birthday.
 
3.  The monthly cost of any benefits provided by riders to the Policy.
 
DEDUCTIONS FROM SEPARATE ACCOUNT
 
MORTALITY AND EXPENSE RISK CHARGE. SAFECO deducts a risk charge from the
Separate Account as part of the calculation of the Unit Value (see "Valuation"
on Page 19). This risk charge is equal on an annual basis to .90% of the daily
net asset value of the Separate Account. SAFECO estimates that, of the Mortality
and Expense Risk Charge, approximately 0.55% is for the assumption of mortality
risks and approximately 0.35% is for the assumption of expense risks. This risk
charge compensates SAFECO for assuming the mortality and expense risks under the
Policy. The mortality risk assumed by SAFECO is that the Primary Insureds, as a
group, may not live as long as expected. The expense risk assumed by SAFECO is
that actual expenses may be greater than those assumed. SAFECO is responsible
for all administration of the Policy and the Separate Account. If this charge is
not needed to cover mortality and expenses under the Policy, any excess may be
used for distribution costs not covered by the sales load. SAFECO will realize a
gain from this charge to the extent that it is not needed to provide benefits
and pay expenses under the Policy.
 
INCOME TAX CHARGE. SAFECO does not currently assess any charge for income taxes
incurred by SAFECO as a result of the operations of the Investment Divisions of
the Separate Account. SAFECO reserves the right to assess a charge for such
taxes against the Investment Divisions if SAFECO determines that such taxes will
be incurred.
 
DEDUCTIONS FOR OTHER TRANSACTIONS
 
TRANSFERS AMONG INVESTMENT OPTIONS. The first twelve transfers of amounts in a
Policy Year will be made without charge. Transfers can be made from one
Investment Division to another, or to or from the Guaranteed Interest Division.
(See "Transfers Among Investment Options" on page 17.) SAFECO may charge up to
$25.00 for each additional transfer in the Policy Year. The current charge is
$25.00. However, under certain systematic investing programs this charge will
not be applicable.
 
INCREASES IN FACE AMOUNT OF INSURANCE. There is a $2.00 charge for each $1,000
of increase in Face Amount of Insurance up to a maximum charge of $300.00 per
increase. This charge is deducted from the Policy Account and reimburses SAFECO
for its costs in implementing the increase.
 
PARTIAL WITHDRAWALS. When the Owner makes a partial withdrawal of Net Cash
Surrender Value, a charge of $25.00, or 2% of the amount withdrawn if less, is
deducted from the Policy Account. This charge reimburses SAFECO for the expenses
incurred in processing the transaction.
 
SURRENDER CHARGES
 
FULL SURRENDERS. The Policy provides that a Surrender Charge, which is graded
down 20% per year starting in the seventh year, is deducted from the Policy
Account if the Policy is given up for its Net Cash Surrender Value in the first
ten Policy Years. The Surrender Charge at any time in a Policy Year is equal to
the lesser of (1) a percentage of the Maximum Premium for the Policy as follows:
47% for Policy Years 1 through 6, 37.6% for Policy Year 7, 28.2% for Policy Year
8, 18.8% for Policy Year 9, and 9.4% for Policy Year 10; or (2) an amount equal
to (A) minus (B), where (A) is 27% of the premium payments received during the
first Policy Year up to the Maximum Premium for the Policy, plus 6% of all other
premium payments received to the time of surrender; and (B) is the amount of any
pro rata Surrender Charge previously made under the Policy.
 
The Maximum Premium is used solely to calculate the Surrender Charge; it does
not impose a limit on the amount of premium that an Owner can pay. There is a
limitation imposed by the Internal Revenue Code and the regulations thereunder.
(See "Premiums - Limits" on Page 10.) While an Owner can minimize the
 
                                       12
<PAGE>   22
 
amount of Surrender Charge by limiting the amount of premium paid in the first
year, this would adversely effect contract performance in every aspect other
than the contemplation of a total cash surrender.
 
                                    EXAMPLE
- --------------------------------------------------------------------------------
 
Assume a $100,000 Policy for a male preferred non-smoker, age 45. For this
Policy the Maximum Premium is $1,716.00. The Table of Surrender Charges that
appears in the Policy Information section would be determined as follows:
 
<TABLE>
<CAPTION>
                              TABLE OF SURRENDER CHARGES
        POLICY          MAXIMUM                 MAXIMUM               SURRENDER
         YEAR          PERCENTAGE               PREMIUM                CHARGE
        ------         ----------               -------               ---------
        <C>            <C>             <S>      <C>          <C>      <C>
           1              47.0%        X        $1,716       =          $ 807
           2              47.0%        X        $1,716       =          $ 807
           3              47.0%        X        $1,716       =          $ 807
           4              47.0%        X        $1,716       =          $ 807
           5              47.0%        X        $1,716       =          $ 807
           6              47.0%        X        $1,716       =          $ 807
           7              37.6%        X        $1,716       =          $ 645
           8              28.2%        X        $1,716       =          $ 484
           9              18.8%        X        $1,716       =          $ 323
          10               9.4%        X        $1,716       =          $ 161
</TABLE>
 
The Surrender Charges reimburse SAFECO in part for expenses incurred in the
distribution of the Policy.
 
DECREASES IN FACE AMOUNT OF INSURANCE. A request for a decrease in the Face
Amount of Insurance is treated as a partial surrender. If there is a requested
decrease in the Face Amount of Insurance during the first ten Policy Years,
SAFECO will deduct a portion of the Surrender Charge from the Policy Account. If
the Owner increases the Face Amount of Insurance and later asks for a decrease,
a Surrender Charge will apply only to a decrease below the original Face Amount
of Insurance. A decrease in the Face Amount of Insurance that follows a prior
increase will be applied against the most recent increase. The pro rata
Surrender Charge for a partial surrender will be determined by dividing the
amount of decrease in the Face Amount of Insurance (below the initial Face
Amount of Insurance) by the initial Face Amount of Insurance and multiplying
that fraction by the Surrender Charge which would apply if the Policy were fully
surrendered.
 
The pro rata Surrender Charge will be deducted from the Policy Account for a
requested decrease in the Face Amount of Insurance of this Policy. The maximum
Surrender Charge payable in the future will be reduced proportionately. SAFECO
will send a new Policy Information section that shows the new maximum Surrender
Charges.
 
FUND EXPENSES
 
FIDELITY'S VIP FUND AND VIPII FUND
 
Each of the VIP and VIPII Fund portfolios pays a fee to the Fund's investment
adviser. The advisory fee payable by each of the portfolios, other than the
Index 500 Portfolio, is composed of a group fee rate and an individual fund fee
rate. The group fee rate is based on the average monthly net assets of all
registered investment companies with which Fidelity Management has management
contracts and is calculated on a cumulative basis pursuant to a graduated
schedule. For the Equity-Income, Growth, Overseas and Asset Manager Portfolios,
the group fee rate cannot rise above .52% and the marginal rate declines as
total assets increase. For the Money Market Portfolio, Investment Grade Bond
Portfolio and the High Income Portfolio, the group fee rate cannot rise above
 .37% and the marginal rate declines as total assets increase. Set forth in the
table below is the individual fund fee rate for each of the portfolios and the
1995 aggregate advisory rate, comprised of the individual and group fee rates,
paid by each such portfolio as a percentage of average net assets.
 
                                       13
<PAGE>   23
 
<TABLE>
<CAPTION>
         PORTFOLIO              INDIVIDUAL RATE     1995 AGGREGATE ADVISORY RATE
- ----------------------------    ---------------     ----------------------------
<S>                             <C>                 <C>
VIP Money Market                      .03%                      0.24%
VIP High Income                       .45%                      0.60%
VIP Equity-Income                     .20%                      0.51%
VIP Growth                            .30%                      0.61%
VIP Overseas                          .45%                      0.76%
VIPII Investment Grade Bond           .30%                      0.45%
VIPII Asset Manager                   .40%                      0.71%
VIPII Asset Manager: Growth           .40%                      0.71%
VIPII Contrafund                      .30%                      0.61%
</TABLE>
 
In addition to the sum of the group and individual fund fee rate, the fee for
the Money Market Portfolio may also be affected by an income-based component. If
the fund's gross yield is 5% or less, the basic fee is the total management fee.
The income-based component is added to the basic fee only when the fund's yield
is greater than 5%. The income-based fee is 6% of that portion of the fund's
yield that represents a gross yield of more than 5% per year. The maximum
income-based component is .24%. For 1995, the Money Market Portfolio's advisory
fee was .24% of its average net assets. The Index 500 Portfolio pays a monthly
advisory fee to Fidelity Management at the annual rate of .28% of the
portfolio's average net assets. (See the Funds' Prospectuses for more
information and a table showing each portfolio's expenses for the year ended
December 31, 1995.)
 
<TABLE>
<CAPTION>
                                     PORTFOLIO                  1995 ADVISORY FEE
                     -----------------------------------------  -----------------
                     <S>                                        <C>
                     VIPII Index 500                                  0.09%*
</TABLE>
 
*  After reimbursement of the portfolio's expenses.
 
Each portfolio of the Funds pays all its expenses, without limitation, that are
not assumed by the investment advisor or its affiliates. Each portfolio pays for
the typesetting and printing of its Prospectuses, Statements of Additional
Information, reports and proxy material to existing shareholders, legal expenses
and the fees of the custodian, auditor and non-interested Trustees. Other
charges paid by each portfolio include interest, taxes, brokerage commissions,
each portfolio's proportionate share of insurance premiums and Investment
Company Institute dues, and the costs of registering shares under federal and
state securities laws. Each portfolio is also liable for such nonrecurring
expenses as may arise, including costs of litigation to which each portfolio is
a party and any obligation they may have to indemnify the officers and Trustees
of the Fund(s) with respect to litigation.
 
LEXINGTON NATURAL RESOURCES TRUST AND LEXINGTON EMERGING MARKETS FUND
 
Lexington Management Corporation ("LMC") is the investment advisor for Lexington
Natural Resources Trust and Lexington Emerging Markets Fund. For its investment
management services to the Funds, under its investment advisory agreement, LMC
will receive a monthly fee at the annual rate of 1.00% for Lexington Natural
Resources Trust and 0.85% for Lexington Emerging Markets Fund of the respective
Fund's average daily net assets.
 
Each Fund pays all its expenses, without limitation, that are not assumed by
Lexington Management Corporation. These expenses include, but are not limited
to, accounting, printing and mailing expenses; custodian, directors',
professional, registration and computer processing fees; and other operating
expenses.
 
For Lexington Emerging Markets Fund, LMC has agreed to voluntarily limit the
total expenses of the Fund (excluding interest, taxes, brokerage, and
extraordinary expenses but including management fee and operating expenses) to
an annual rate of 1.75% of the Fund's average net assets through April 30, 1997.
 
<TABLE>
<CAPTION>
                                        PORTFOLIO                     ADVISORY FEE
                     -----------------------------------------------  ------------
                     <S>                                              <C>
                     Lexington Natural Resources Trust                    1.00%
                     Lexington Emerging Markets Fund                      0.85%
</TABLE>
 
                                       14
<PAGE>   24
 
SAFECO RESOURCE SERIES TRUST*
 
<TABLE>
<CAPTION>
                                                                                    TOTAL
                                                                                  EXPENSES
                                                    MANAGEMENT      OTHER           AFTER
                                                       FEES        EXPENSES     REIMBURSEMENT
                                                    ----------     --------     -------------
<S>                                                 <C>            <C>          <C>
SAFECO RST Equity Portfolio                            0.72%         0.03%          0.75%
SAFECO RST Growth Portfolio                            0.72%         0.07%**        0.79%
SAFECO RST Northwest Portfolio                         0.71%         0.00%**        0.71%
SAFECO RST Bond Portfolio                              0.72%         0.00%**        0.72%
</TABLE>
 
*   As a percentage of average net assets.
 
**  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.
 
     The Growth Portfolio began paying Other Expenses in August 1995. During the
     year ended December 31, 1995, SAFECO paid for or reimbursed a portion of
     the Other Expenses of the Growth Portfolio and all of the Other Expenses of
     the Northwest and Bond Portfolios. Expenses before such reimbursement as a
     percentage of net assets were as follows:
 
<TABLE>
     <S>                                                                  <C>
     SAFECO RST Growth Portfolio                                          0.84%
     SAFECO RST Northwest Portfolio                                       1.18%
     SAFECO RST Bond Portfolio                                            0.94%
</TABLE>
 
POLICY BENEFITS AND RIGHTS
- --------------------------------------------------------------------------------
 
INSURANCE BENEFITS
 
SAFECO will pay the insurance benefits of the Policy to the Beneficiary when it
receives at its Administrative Office (1) proof that the insured died before the
Final Policy Date; and (2) all other requirements deemed necessary before such
payment may be made. The insurance benefits of the Policy include the following
amounts for the Primary Insured, which are determined as of the date of the
Primary Insured's death:
 
(a)  the death benefit described below;
(b)  plus any other benefits then due from riders to the Policy;
(c)  minus any loan (and loan interest) on the Policy; and
(d)  minus any overdue deductions if the Primary Insured dies during the Grace
Period.
 
DEATH BENEFIT
 
The death benefit will be determined at any time under either Option A or Option
B (as described below), whichever the Owner has chosen and is in effect at such
time.
 
Under Option A, the death benefit is the greater of the Face Amount of
Insurance, or a percentage (see the following table) of the amount in the Policy
Account. Under this option, the amount of the death benefit is fixed, except
when it is determined by such a percentage.
 
Under Option B, the death benefit is the greater of the Face Amount of Insurance
plus the amount in the Policy Account, or a percentage (see the following table)
of the amount in the Policy Account. Under this option, the amount of death
benefit is variable.
 
Under either option, the duration of insurance coverage depends upon the amount
in the Policy Account.
 
The percentage referred to above is the applicable percentage from the following
table for the Primary Insured's age (last birthday) at the beginning of the
Policy Year of determination.
 
                                       15
<PAGE>   25
 
                        TABLE OF APPLICABLE PERCENTAGES
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
   PRIMARY                           PRIMARY
INSURED'S AGE      PERCENTAGE     INSURED'S AGE      PERCENTAGE
- --------------     ----------     --------------     ----------
<S>                <C>            <C>                <C>
 40 and under         250%              65              120%
      45              215%              70              115%
      50              185%        75 through 90         105%
      55              150%              95              100%
      60              130%
</TABLE>
 
For ages not shown, the applicable percentages shall decrease by a ratable
portion for each full year.
 
GUARANTEED DEATH BENEFIT ENDORSEMENT
 
In those states where approved, a Guaranteed Death Benefit Endorsement may be
added to the Policy. The Endorsement provides that prior to the Policy
Anniversary following the Primary Insured's 80th birthday, the Policy will not
terminate and a death benefit will be payable upon the death of the Primary
Insured regardless of the investment performance of the Investment Divisions
selected, provided the required premiums have been paid.
 
In order to keep the Endorsement in force, at the beginning of each Policy
Month, the Adjusted Guaranteed Death Benefit Premium must equal or exceed the
Accumulated Monthly Death Benefit Premium.
 
The Adjusted Guaranteed Death Benefit Premium is an amount equal to: (1) the sum
of the premiums received since issue; minus (2) any partial surrender; minus (3)
any loans and loan interest. The Accumulated Monthly Death Benefit Premium is an
amount equal to the sum of the Monthly Guaranteed Death Benefit Premiums for
each month since issue. The Monthly Guaranteed Death Benefit Premium is shown in
the Policy Information section of the Policy.
 
CHANGING FACE AMOUNT OF INSURANCE OR DEATH BENEFIT OPTION
 
During the first Policy Year, the death benefit option and the Face Amount of
Insurance will be as selected on the application for the Policy. The minimum
Face Amount of Insurance is $50,000. At any time after the first Policy Year
while the Policy is in force, the Owner may change the death benefit option or
the Face Amount of Insurance by written request to SAFECO at its Administrative
Office, subject to the following:
 
1.  The Owner may ask SAFECO to increase the Face Amount of Insurance if the
    Owner provides satisfactory evidence of the insurability of the Primary
    Insured. Any increase must be at least $10,000. There is a charge for such
    increase. (See "Charges and Deductions - Increases in Face Amount of
    Insurance" on Page 12.) The charge is deducted from the Policy Account as of
    the date the increase takes effect.
 
    The Owner may reconsider this Face Amount of Insurance increase after
    requesting it. The Owner must mail a notice to SAFECO at its Administrative
    Office canceling the increase within a ten day period after receipt of new
    Policy Information pages. At such time the Policy Account will be credited
    with the amount charged for the increase.
 
2.  The Owner may ask SAFECO to reduce the Face Amount of Insurance, but not to
    less than the minimum amount for which SAFECO would then issue the Policy
    under its then existing administrative rules. If such a reduction occurs in
    the first ten Policy Years, SAFECO will deduct from the Policy Account a pro
    rata share of the applicable Surrender Charge. (See "Charges and
    Deductions - Decreases in Face Amount of Insurance" on Page 13.)
 
3.  The Owner may change the death benefit option. If the change is from Option
    A to Option B, the Face Amount of Insurance will be decreased by the amount
    in the Policy Account on the date of change. SAFECO has reserved the right
    to decline to make such change if it would reduce the Face Amount of
    Insurance below the minimum amount for which SAFECO would then issue the
    Policy under its then existing administrative rules. If the change is from
    Option B to Option A, the Face Amount of Insurance will be increased by the
    amount in the Policy Account on the date of change. Such decreases and
    increases in the Face Amount of Insurance are made so that the death benefit
    remains the same on the date of change. There is no charge for this change.
 
                                       16
<PAGE>   26
 
Any changes will take effect at the beginning of the Policy Month that coincides
with or next follows the date SAFECO approves the request. SAFECO has reserved
the right to decline to make any change that is determined would cause the
Policy to fail to qualify as life insurance under applicable tax law as
interpreted by SAFECO. An Owner may ask for a change by completing an
application for change and sending it to the Administrative Office.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
At the request of the Owner and subject to allocation limits and any conditions
or requirements that SAFECO may impose, SAFECO will transfer amounts from the
Policy Account value in any Investment Division to one or more other Investment
Divisions of the Separate Account or to the Guaranteed Interest Division. The
owner can maintain balances in a maximum of nine investment divisions at any one
time. The minimum amount that SAFECO will transfer from the Policy Account value
in an Investment Division on any date is the lesser of $200.00 or the Policy
Account value in that Investment Division on that date.
 
The Owner is permitted to transfer, on any Policy Anniversary, the Policy
Account value from the unloaned value in the Guaranteed Interest Division to one
or more Investment Divisions of the Separate Account. However, SAFECO will make
such a transfer only if (1) SAFECO receives the request for transfer at least 30
days before that Policy Anniversary; and (2) the amount requested is not more
than the greater of 25% of the unloaned value in the Guaranteed Interest
Division on that Anniversary or $200.00. In no event will more than such
unloaned value be transferred. The minimum amount that SAFECO will transfer from
the Policy Account value in the Guaranteed Interest Division on any Policy
Anniversary is the lesser of $200.00 or the unloaned value in the Guaranteed
Interest Division on that date.
 
Twelve transfers may be made in a Policy Year without charge. After the first
twelve transfers in a Policy Year, SAFECO may charge up to $25.00 for each
additional transfer in that Policy Year. The current transfer fee is $25.00. The
transfer charge will be allocated equally between the investment options from
which the requested amounts were transferred. However, under certain systematic
investing programs this charge will not be applicable.
 
All such requests must be in writing (or by telephone request, if authorized) to
the Administrative Office. A transfer will take effect on the date SAFECO
receives it at its Administrative Office, except that a transfer requested from
the Guaranteed Interest Division will be made as of the Policy Anniversary
following the date the request is received by SAFECO.
 
POLICY LOANS
 
The Owner may obtain a loan on the Policy while it has a loan value. The Policy
will be the only security for the loan. The initial loan and each subsequent
addition to the loan must be for at least $200.00. Any amount on loan is part of
the Policy Account. The loan value on any date is the Cash Surrender Value on
that date, less interest at the loan interest rate to the next Policy
Anniversary. The amount of the loan may not be more than the loan value.
 
A request for a Policy loan must be in writing to the Administrative Office. The
Owner can elect how much of the loan is to be allocated to the unloaned value in
the Guaranteed Interest Division and to the value in each Investment Division.
Such values will be determined on the date the request is received.
 
If a portion of the loan is allocated to an Investment Division of the Separate
Account, SAFECO will redeem Units sufficient to cover that part of the loan and
transfer the amount to the loaned portion of the Guaranteed Interest Division.
SAFECO's practice is to credit interest on amounts securing loans at a rate 2%
below the rate charged as loan interest during the first 12 Policy Years and at
a rate equal to the rate charged thereafter. This results in a 2% net loan cost
for Policy Years 1-12 and a zero net loan cost thereafter.
 
If the Owner does not elect an allocation, the loan will be allocated on the
basis of the monthly deduction allocation percentages then in effect. If the
loan cannot be allocated on the basis of the Owner's direction or those
percentages, the loan will be based on the proportion that the unloaned value in
the Guaranteed Interest Division and the values in the Investment Divisions of
the Separate Account bear to the total unloaned value in the Policy Account.
 
Any amount that secures a loan remains part of the Policy Account, but is
maintained in the loaned portions of the Guaranteed Interest Division.
 
                                       17
<PAGE>   27
 
LOAN INTEREST
 
Interest, payable in advance, will be charged on any Policy loan from the date
of the loan and shall be due and payable on each Policy Anniversary. The rate is
determined at the beginning of each Policy Year and applies to any new or
existing loan under the Policy during the Policy Year next following the date of
determination.
 
The maximum loan interest rate for a Policy Year is the greater of: (1) the
"Published Monthly Average," as defined below, for the calendar month that ends
two months before the date of determination; or (2) 5%. "Published Monthly
Average" means the Monthly Average Corporate Yield shown in Moody's Corporate
Bond Yield Averages published by Moody's Investors Service, Inc., or any
successor thereto. If such averages are no longer published, SAFECO will use
such other averages as may be established by regulation by the insurance
supervisory official of the jurisdiction in which the Policy is delivered. In no
event will the loan interest rate for a Policy Year be greater than the maximum
rate permitted by applicable law.
 
No change in the rate shall be less than 1/2 of 1% a year. SAFECO may increase
the rate whenever the maximum rate as determined by clause (1) of the preceding
paragraph increases by 1/2 of 1% or more. SAFECO will reduce the rate to or
below the maximum rate as determined by clause (1) if such maximum is lower than
the rate to be charged by 1/2 of 1% or more.
 
SAFECO will notify the Owner of the initial loan interest rate when a loan is
made. SAFECO will also give the Owner advance written notice of any increase in
the interest rate of any outstanding loan. Loan interest is due on each Policy
Anniversary. If the interest is not paid when due, it will be added to the
outstanding loan and allocated on the basis of the deduction allocation
percentages then in effect. If the allocation cannot be made on the basis of
these percentages, the allocation will be based on the proportion that the
unloaned value in the Guaranteed Interest Division and the values in the
Investment Divisions bear to the total unloaned value in the Policy Account. The
unpaid interest will then be treated as part of the loaned amount and will bear
interest at the loan rate.
 
LOAN REPAYMENT
 
All or part of a Policy loan may be repaid at any time while the Primary Insured
is alive and the Policy is in force. SAFECO will assume that any payment made,
while a loan is outstanding, is a loan repayment, unless SAFECO is notified in
writing that it is a premium payment. This does not apply to automatic bank
withdrawal payments, as they will always be considered premium. Each loan
repayment must be at least $50.00 with an exception for the final loan repayment
which may be less.
 
Repayments will first be allocated to the Guaranteed Interest Division until
loaned amounts that were allocated to the Guaranteed Interest Division have been
repaid. Repayments above that amount will be allocated among the Guaranteed
Interest Division and the Investment Divisions on the basis of the premium
allocation percentages then in effect.
 
Failure to repay a Policy loan or to pay loan interest will not terminate the
Policy unless the Net Cash Surrender Value is less than the monthly deduction
due on a Monthly Policy Anniversary, in which case the Grace Period Provision
would apply. (See "Premiums - Grace Period" on Page 10.)
 
A Policy loan will have a permanent effect on the benefits under the Policy even
if it is repaid, because the investment results of the Investment Divisions will
apply only to the amount remaining in such Investment Divisions. The longer the
loan is outstanding, the greater the effect is likely to be. Depending on the
investment results of the Investment Divisions while the loan is outstanding,
the effect could be favorable or unfavorable.
 
FULL CASH SURRENDER
 
The Owner may give up the Policy for its Net Cash Surrender Value at any time
while the Primary Insured is living. All insurance coverage will then cease.
Upon a full cash surrender of the Policy, Surrender Charges may be incurred.
(See "Charges and Deductions - Full Surrenders" on Page 12.)
 
                                       18
<PAGE>   28
 
PARTIAL CASH WITHDRAWAL
 
After the first Policy Year, an Owner may ask for a partial withdrawal of the
Net Cash Surrender Value. Such partial withdrawal must be at least $400.00. A
partial withdrawal will result in reductions in the death benefit, the Net Cash
Surrender Value and the Policy Account. Such reductions are equal to the amount
requested plus the partial withdrawal charge. (See "Charges and
Deductions - Partial Withdrawals" on Page 12.)
 
Any request for a partial withdrawal must be in writing to the Administrative
Office. The Owner may inform SAFECO of the amount of each partial withdrawal
that is to come from the unloaned value in the Guaranteed Division and the
amount that is to come from values in each Investment Division. If the Owner
does not so inform SAFECO, the partial withdrawal will be made on the basis of
the monthly allocation percentages then in effect. If SAFECO cannot make the
partial withdrawal on the basis of the direction of the Owner or those
percentages, the partial withdrawal will be based on the proportion that the
unloaned value in the Guaranteed Interest Division and the values in the
Investment Division bear to the total unloaned value in the Policy Account. The
partial withdrawal charges will be allocated equally between the investment
options from which the requested amounts were withdrawn.
 
SAFECO reserves the right to decline a request for a partial withdrawal if (a)
the death benefit would be reduced below the minimum amount for which SAFECO
would then issue a Policy; or (b) SAFECO determines that the partial withdrawal
would cause the Policy to fail to qualify as life insurance under applicable tax
law.
 
VALUATION
- --------------------------------------------------------------------------------
 
The amount in the Policy Account in an Investment Division at any time is equal
to the number of units attributable to the Policy Account in that Investment
Division multiplied by the Division Unit Value at that time. Amounts allocated,
transferred or added to an Investment Division are used to purchase units of
that Division. Units are redeemed when amounts are deducted, transferred or
withdrawn.
 
Unit Values for the Investment Divisions will be determined at the close of
business on each day in which the degree of trading in the portfolio of the
Fund(s) might materially affect the net asset value of such portfolio. Normally,
this would be each day that the New York Stock Exchange is open. The Unit Value
of an Investment Division on any business day is equal to the Unit Value for
that Division on the immediately preceding business day multiplied by the net
investment factor for that Division on that business day.
 
The net investment factor for an Investment Division on any business day is (a)
divided by (b), minus (c), where:
(a)  is the net asset value of the shares of the designated portfolio at the
     close of business on each business day before any Policy transactions are
     made on that day, plus the per share amount of any dividend or capital gain
     distribution paid by the portfolio;
(b)  is the value of the assets in that Investment Division at the close of
     business on the immediately preceding business day after all Policy
     transactions were made for that day; and
(c)  is a charge for the mortality and expense risks, plus any charge for that
     day for taxes or amounts set aside as a reserve for taxes.
 
A Unit Value may increase or decrease in value from business day to business
day.
 
OTHER PROVISIONS
- --------------------------------------------------------------------------------
 
OWNER
 
If the Primary Insured is living on the Final Policy Date, the Owner will
receive the amount in the Policy Account on that date minus any outstanding loan
and loan interest. The Policy will then end.
 
The Owner is entitled to exercise all the rights of the Policy while the Primary
Insured is living. To exercise a right the Owner does not need the consent of
anyone who has only a conditional or future ownership interest in the Policy.
 
                                       19
<PAGE>   29
 
BENEFICIARY
 
If two or more persons are named as Beneficiary, those who survive the insured
will share the insurance benefits equally, unless other arrangements have been
made. If there is no designated Beneficiary living at the death of the insured,
the benefits will be paid to the Owner or Owner's estate.
 
If any Beneficiary dies within 60 days after the insured, and before payment of
any proceeds, payment will be made as though the Beneficiary had died before the
insured. The Beneficiary designation may include provisions that replace the
ones described here.
 
CHANGING OWNER OR BENEFICIARY
 
While the insured is living, the Owner or Beneficiary may be changed by
providing written notice from the Policy Owner to the Administrative Office.
Such a change will be effective when written notice is received and recorded and
will control payment of proceeds made after that time.
 
ASSIGNMENT
 
The Policy may be assigned, but SAFECO will not be bound by an assignment unless
it has received such assignment in writing. The Owner's rights and those of any
other person under the Policy will be subject to the assignment. SAFECO assumes
no responsibility for the validity of an assignment. A collateral assignment
will not change ownership. An absolute assignment will be considered as a change
of ownership to the assignee.
 
ADMINISTRATION OF THE POLICIES
- --------------------------------------------------------------------------------
 
SAFECO has primary responsibility for all administration of the Policies and the
Separate Account. SAFECO has, however, retained Financial Administrative
Services, Inc. ("FAS") pursuant to a servicing agreement to provide certain
administrative services to SAFECO and its policyholders. On December 31, 1993,
PM Holdings, Inc., a holding company owned by Phoenix Home Life Mutual Insurance
Company, bought Fleet Administrative Services, Inc., and renamed the company
Financial Administrative Services, Inc., Prior to December 31, 1993, FAS was
owned by Fleet Financial Group. The address of the Administrative Office
referenced in this Prospectus is P.O. Box 344, Haddam, Connecticut 06438-0344.
This office has been established and is managed by FAS on behalf of SAFECO and
other life insurance companies which enter into similar servicing agreements
with FAS.
 
FAS provides to SAFECO administration, electronic data processing and
policyholder services that are normally required for the Policies. All such
services are performed in accordance with the guidelines and standards
established by SAFECO.
 
DELAY OF PAYMENTS
- --------------------------------------------------------------------------------
 
SAFECO will generally pay Policy proceeds within seven business days of receipt
of a completed request for such payment. However, SAFECO reserves the right to
postpone surrender payments and loans from the Guaranteed Interest Division for
up to six months. SAFECO reserves the right to postpone any type of payment from
the Separate Account for any period when:
 
1.  the New York Stock Exchange is closed other than customary weekend and
    holiday closings;
2.  trading on the Exchange is restricted;
3.  an emergency exists as a result of which it is not reasonably practicable to
    dispose of securities held in the Separate Account or determine their value;
    or
4.  the Securities and Exchange Commission so permits delay for the protection
    of security holders.
 
The applicable rules of the Securities and Exchange Commission shall govern as
to whether the conditions in 2 and 3 exist.
 
                                       20
<PAGE>   30
 
MANAGEMENT OF THE COMPANY
- --------------------------------------------------------------------------------
 
The following are the Officers and Directors of SAFECO:
 
OFFICERS
 
<TABLE>
<CAPTION>
         NAME AND PRINCIPAL                               POSITION AND OFFICES
          BUSINESS ADDRESS*                                    WITH SAFECO
- ----------------------------------------------------------------------------------------------------
<S>                                  <C>
Roger H. Eigsti                      Chairman of the Board
Richard E. Zunker                    President
Boh A. Dickey                        Executive Vice President
John P. Fenlason                     Senior Vice President
James T. Flynn                       Vice President, Controller and Assistant Secretary
I. Richard Green                     Vice President
Roger F. Harbin                      Senior Vice President and Actuary
Michael J. Kinzer                    Vice President and Chief Actuary
Rod A. Pierson                       Senior Vice President and Secretary
</TABLE>
 
DIRECTORS
 
<TABLE>
<CAPTION>
         NAME AND PRINCIPAL                               POSITION AND OFFICES
          BUSINESS ADDRESS*                                    WITH SAFECO
- ----------------------------------------------------------------------------------------------------
<S>                                  <C>
Donald S. Chapman                    Director
Dan D. McLean                        Director
Boh A. Dickey                        Director
Roger H. Eigsti                      Director
Rod A. Pierson                       Director
James W. Ruddy                       Director
Robert L. Spaulding                  Director
Robert W. Swegle                     Director
Richard E. Zunker                    Director
</TABLE>
 
*  The business address for Messrs. Zunker, Fenlason, Flynn, Green, Harbin, and
   Kinzer is 15411 N.E. 51st Street, Redmond, Washington 98052. The business
   address for all other individuals listed is SAFECO Plaza, Seattle, Washington
   98185.
 
TAX STATUS
- --------------------------------------------------------------------------------
 
NOTE: The following description is based upon SAFECO's understanding of current
federal income tax law applicable to life insurance 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. Section 7702 of the Internal Revenue Code of 1986, as amended (the
"Code"), defines the term "life insurance contract" for purposes of the Code.
SAFECO believes that the Policies to be issued will qualify as "life insurance
contracts" under Section 7702. SAFECO does not guarantee the tax status of the
Policies. Purchasers bear the complete risk that the Policies may not be treated
as "life insurance" under federal income tax laws. Purchasers should consult
their own tax advisers. 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.
 
INTRODUCTION
 
The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion herein is based upon SAFECO's understanding of current federal income
tax laws as they are currently interpreted. No representation is made regarding
the likelihood of continuation of those current federal income tax laws or of
the current interpretations by the Internal Revenue Service.
 
                                       21
<PAGE>   31
 
SAFECO is taxed as a life insurance company under the Code. For federal income
tax purposes, the Separate Account is not a separate entity from SAFECO and its
operations form a part of SAFECO.
 
DIVERSIFICATION
 
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable life insurance policies. The Code provides that a
variable life insurance policy will not be treated as life insurance for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the Policy
as a life insurance contract would result in imposition of federal income tax on
the Owner with respect to earnings allocable to the Policy prior to the receipt
of payments under the Policy. The Code contains a safe harbor provision which
provides that life insurance policies such as the Policies meet the
diversification requirements if, as of the close of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five (55%) percent of the total assets consist of cash, cash
items, U.S. Government securities and securities of other regulated investment
companies. There is an exception for securities issued by the U.S. Treasury in
connection with variable life insurance policies.
 
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
Section 1.817-5), which establish diversification requirements for the
investment portfolios underlying variable contracts such as the Policies. The
Regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (ii) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (iii) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these Regulations, all securities of the same
issuer are treated as a single investment.
 
The Technical and Miscellaneous Revenue Act of 1988 ("TAMRA") provides that, for
purposes of determining whether or not the diversification standards imposed on
the underlying assets of variable contracts by Section 817(h) of the Code have
been met, "each United States government agency or instrumentality shall be
treated as a separate issuer."
 
SAFECO intends that each portfolio of the Funds underlying the Policies will be
managed by Fidelity Management, Lexington Management Corporation and SAFECO
Asset Management Company in such a manner as to comply with these
diversification requirements.
 
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
The amount of Owner control which may be exercised under the Policy is different
in some respects from the situations addressed in published rulings issued by
the Internal Revenue Service in which it was held that the policy owner was not
the owner of the assets of the separate account. It is unknown whether these
differences, such as the Owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the Owner to be
considered as the owner of the assets of the Separate Account.
 
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the Owner being
retroactively determined to be the owner of the assets of the Separate Account.
 
Due to the uncertainty in this area, SAFECO reserves the right to modify the
Policy in an attempt to maintain favorable tax treatment.
 
                                       22
<PAGE>   32
 
TAX TREATMENT OF THE POLICY
 
The Policy has been designed to comply with the definition of life insurance
contained in Section 7702 of the Code. Although some interim guidance has been
provided and proposed regulations have been issued, final regulations have not
been adopted. Section 7702 of the Code requires the use of reasonable mortality
and other expense charges. In establishing these charges, SAFECO has relied on
the interim guidance provided in IRS Notice 88-128 and proposed regulations
issued on July 5, 1991. Currently, there is even less guidance as to a Policy
issued on a substandard risk basis and thus it is even less clear whether a
Policy issued on such basis would meet the requirements of Section 7702 of the
Code.
 
While SAFECO has attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal Revenue
Service will not concur with SAFECO's interpretations of Section 7702 that were
made in determining such compliance. In the event the Policy is determined not
to so comply, it would not qualify for the favorable tax treatment usually
accorded life insurance policies. Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.
 
POLICY PROCEEDS
 
The tax treatment accorded to loan proceeds and/or surrender payments from the
Policies will depend on whether the Policy is considered to be a modified
endowment contract. (See "Tax Treatment of Loans and Surrenders" on Page 23.)
Otherwise, SAFECO believes that the Policy should receive the same federal
income tax treatment as any other type of life insurance. As such, the death
benefit thereunder is excludable from the gross income of the Beneficiary under
Section 101(a) of the Code. Also, the Owner is not deemed to be in constructive
receipt of the Policy Account or Cash Surrender Value, including increments
thereon, under a Policy until there is a distribution of such amounts.
 
Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of Policy proceeds, depend on the circumstances of each
Owner or Beneficiary.
 
TAX TREATMENT OF LOANS AND SURRENDERS
 
Section 7702A of the Code sets forth the rules for determining when a life
insurance policy will be deemed to be a modified endowment contract. A modified
endowment contract is a contract which is entered into or materially changed on
or after June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet
the 7-pay test when the cumulative amount paid under the Policy at any time
during the first seven Policy Years exceeds the sum of the net level premiums
which would have been paid on or before such time if the Policy provided for
paid-up future benefits after the payment of seven level annual premiums. A
material change would include any increase in the future benefits or addition of
qualified additional benefits provided under a Policy unless the increase is
attributable to: (1) the payment of premiums necessary to fund the lowest death
benefit and qualified additional benefits payable in the first seven Policy
years; or (2) the crediting of interest or other earnings (including
policyholder dividends) with respect to such premiums.
 
Furthermore, any Policy received in exchange for a Policy classified as a
modified endowment contract will be treated as a modified endowment contract
regardless of whether it meets the 7-pay test. The status of an exchange of a
contract issued before June 21, 1988 is unclear; however, the Internal Revenue
Service has taken the position in a Private Letter Ruling that a contract
received in an exchange on or after June 21, 1988 will be considered as entered
into as of the date of the exchange and therefore subject to Section 7702A.
 
Due to the flexible premium nature of the Policy, the determination of whether
it qualifies for treatment as a modified endowment contract depends on the
individual circumstances of each Policy.
 
If the Policy is classified as a modified endowment contract, then surrenders
and/or loan proceeds are taxable to the extent of income in the Policy. Such
distributions are deemed to be on a last-in, first-out basis, which means the
taxable income is distributed first. Loan proceeds and/or surrender payments may
also be subject to an additional 10% federal income tax penalty applied to the
income portion of such distribution. The penalty shall not apply, however, to
any distributions: (1) made on or after the date on which the taxpayer reaches
age 59 1/2; (2) which is attributable to the taxpayer becoming disabled (within
the meaning of Section 72(m)(7) of the Code); or (3) which is part of a series
of substantially
 
                                       23
<PAGE>   33
 
equal periodic payments made not less frequently than annually for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of such taxpayer and his beneficiary.
 
If a Policy is not classified as a modified endowment contract, then any
surrenders will be treated first as a recovery of the investment in the Policy
which would not be received as taxable income. However, if a distribution is the
result of a reduction in benefits under the Policy within the first fifteen
years after the Policy is issued in order to comply with Section 7702, such
distribution will, under rules set forth in Section 7702, be taxed as ordinary
income to the extent of income in the Policy.
 
Any loans from a Policy which is not classified as a modified endowment
contract, will be treated as indebtedness of the Owner and not a distribution.
Personal interest payable on a loan under a Policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under Policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on Policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
 
Policy Owners should seek competent tax advice on the tax consequences of taking
loans, distributions or surrendering any Policy.
 
MULTIPLE POLICIES
 
TAMRA further provides that multiple modified endowment contracts that are
issued within a calendar year period to the same owner by one company or its
affiliates are treated as one modified endowment contract for purposes of
determining the taxable portion of any loans or distributions. Such treatment
may result in adverse tax consequences including more rapid taxation of the
loans or distributed amounts from such combination of contracts. Policy Owners
should consult a tax adviser prior to purchasing more than one Modified
Endowment Contract in any calendar year period.
 
TAX TREATMENTS OF ASSIGNMENTS
 
An assignment of a Policy may be a taxable event. Policy Owners should therefore
consult competent tax advisers should they wish to assign their Policies.
 
QUALIFIED PLANS
 
The Policies may be used in conjunction with certain qualified plans. Because
the rules governing such use are complex, a purchaser should not do so until he
has consulted a competent qualified plans consultant.
 
SEPARATE ACCOUNT VOTING RIGHTS
- --------------------------------------------------------------------------------
 
In accordance with its view of present applicable law, SAFECO will vote the
shares with respect to each Fund portfolio held in the Separate Account at
regular and special meetings of the shareholders of the Fund in accordance with
instructions received from persons having the voting interest in the Separate
Account. SAFECO will vote shares with respect to each Fund portfolio, for which
it has not received instructions, in the same proportion as it votes shares for
which it has received instructions. SAFECO will vote shares of the Fund
portfolios which it owns in the same proportion as it votes shares for which it
has received instructions.
 
However, if the 1940 Act or any regulation thereunder should be amended or if
the present interpretation thereof should change, and as a result SAFECO
determines that it is permitted to vote the shares of the Funds in its own
right, it may elect to do so.
 
The voting interests of the Owner (or the Beneficiary) in the Funds will be one
vote for each share. The number of shares will be determined as follows: The
Policy Account allocated to the Investment Division will be divided by the net
asset value of one share of the corresponding Fund portfolio as of the record
date for the shareholder meeting of the Fund. Fractional votes are counted.
Policy Account values in the Guaranteed Interest Division will not be considered
in determining the voting interests of the Owner.
 
The number of shares which a person has a right to vote will be determined as of
the record date set by the Fund's Board which must be at least 14 days and not
more than 90 days prior to the meeting of the Fund.
 
                                       24
<PAGE>   34
 
Each person having the voting interest in the Separate Account will receive
periodic reports relating to the Fund(s) in which he or she has an interest,
proxy material and a form with which to give such voting instructions with
respect to the proportion of the shares held in the Separate Account
corresponding to his or her interest in the Separate Account.
 
DISREGARD OF VOTING INSTRUCTIONS
 
SAFECO may, when required to do so by state insurance authorities, vote shares
of the Fund without regard to instructions from Owners if voting in accordance
with such instructions would require such shares to be voted to cause any
portfolio of the Funds to make (or refrain from making) investments which would
result in changes in the sub-classification or investment objectives of the
Funds or a portfolio. SAFECO may also disapprove changes in the investment
policy initiated by the Owners or Trustees of the Funds, if such disapproval is
reasonable and is based on a good faith determination by SAFECO that the change
would violate state law or the change would not be consistent with the
investment objective of the Funds or portfolio or which varies from the general
quality and nature of investments and investment techniques used by other funds
with similar investment objectives underlying other separate accounts of SAFECO
or of an affiliated life insurance company. In the event that SAFECO does
disregard voting instructions, a summary of that action and the reasons for such
action will be included in the next semi-annual report to Owners.
 
DISTRIBUTION OF THE POLICIES
- --------------------------------------------------------------------------------
 
The Policy is sold by licensed insurance agents, where the Policy may be
lawfully sold, who are registered representatives of broker-dealers which are
registered under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.
 
The Policy will be distributed through the principal underwriter for the
Separate Account, SAFECO Securities, Inc., P.O. Box 34890, Seattle, Washington
98124-1890, a wholly-owned subsidiary of SAFECO Corporation. Prior to April 29,
1994, PNMR Securities, Inc., an affiliate of SAFECO Securities, acted as
principal underwriter for the Separate Account. SAFECO pays commissions to the
selling broker-dealers which may vary.
 
The commissions paid to registered representatives on the sale of the Policies
are not more than 60% of the premiums paid in the first year nor more than 3%
during renewal years. In addition, commissions, overrides and bonuses may be
paid to the distributors of the Policies. There are no separate deductions,
other than previously described, to pay sales commissions or sales expenses.
 
REPORTS TO POLICY OWNERS
- --------------------------------------------------------------------------------
 
SAFECO will send to each Owner unaudited semi-annual and audited annual reports
of the Separate Account. Within 30 days after every third Policy Month, a
quarterly statement will be sent to each Owner. Taken together every four
Quarterly Statements make up an annual statement providing a complete year to
date policy history for the proceeding Policy Year. These statements will show
the current amount of death benefits payable under the Policy, the current value
of the Policy Account, the current Cash Surrender Value and any loan, including
loan interest. These statements will also show premiums paid, investment returns
and all charges deducted during the Policy Year.
 
LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
 
There are no legal proceedings to which the Separate Account or the Principal
Underwriter is a party. SAFECO is engaged in various kinds of routine litigation
which, in the opinion of SAFECO, is not of material importance in relation to
the total capital and surplus of SAFECO.
 
EXPERTS
- --------------------------------------------------------------------------------
 
The financial statements of the Separate Account and SAFECO appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth to the extent indicated in their reports
thereon appearing elsewhere herein and in the Registration Statement and
 
                                       25
<PAGE>   35
 
are included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
 
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
The financial statements of SAFECO that are included herein should be considered
only as bearing upon the ability of the Company to meet its obligations under
the Policy. They should not be considered as bearing upon the investment
experience of the Investment Divisions of the Separate Account. Prior to
February 16, 1996, the Separate Account contained certain Investment Divisions
which invested in shares of The Hudson River Trust, but financial statements for
these Divisions have been omitted because these Divisions are not available
under this Prospectus. The financial statements included herein present only the
investment divisions invested in portfolios of VIP and VIP II, which are
available to all policyholders on and after February 16, 1996. The Lexington
Emerging Markets Fund Portfolio, Lexington Natural Resources Portfolio and the
SAFECO Resources Series Trust Portfolios will be available May 1, 1996.
Therefore, financials for the corresponding investment divisions are not
included.
 
                                       26
<PAGE>   36
 
                              SEPARATE ACCOUNT SL
                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEAR ENDED
                               DECEMBER 31, 1995
 
                                       A-1
<PAGE>   37
 
                              SEPARATE ACCOUNT SL
                               DECEMBER 31, 1995
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                            <C>
Statement of Assets and Liabilities..........................................   A-4
Statement of Operations......................................................   A-5
Statement of Changes in Net Assets...........................................   A-6
Notes to Financial Statement.................................................   A-7
</TABLE>
 
                                       A-2
<PAGE>   38
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
To the Board of Directors of SAFECO Life Insurance Company and
  Certain Unitholders of Separate Account SL
 
We have audited the accompanying statement of assets and liabilities of certain
divisions of Separate Account SL (comprising, respectively, the Growth, Money
Market, Equity-Income, Overseas, High Income, Investment Grade Bond, Asset
Manager, Index 500, Contrafund, and Asset Manager: Growth divisions) as of
December 31, 1995. For the Growth, Money Market, Equity-Income, Overseas, High
Income, Investment Grade Bond, Asset Manager, and Index 500 divisions, we have
audited the statement of operations for the year ended December 31, 1995 and the
statement of changes in net assets for each of the two years in the period then
ended. For the Contrafund and Asset Manager: Growth divisions, we have audited
the statement of operations and the statement of changes in net assets for the
period from April 30, 1995 (date of inception) to December 31, 1995. These
financial statements are the responsibility of Separate Account SL'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. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
Fidelity Management & Research Company. 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 financial position of certain divisions of Separate
Account SL as listed above at December 31, 1995, and the results of their
operations and changes in their net assets for the periods referred to above, in
conformity with generally accepted accounting principles.
 



                                                 /s/ Ernst and Young LLP
                                                 ---------------------------

Seattle, Washington
February 9, 1996
 
                                       A-3
<PAGE>   39
 
SEPARATE ACCOUNT SL
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                       MONEY        EQUITY
                                        GROWTH        MARKET        INCOME       OVERSEAS     HIGH INCOME
                                       DIVISION      DIVISION      DIVISION      DIVISION      DIVISION
                                      -----------   -----------   -----------   -----------   -----------
<S>                      <C>          <C>           <C>           <C>           <C>           <C>
NET ASSETS:
Investments at fair
  value in:
Variable Insurance
  Products Fund
    Cost:
    Growth Portfolio -   $7,231,482   $ 8,828,359
    Money Market
      Portfolio -         1,266,813                 $ 1,266,813
    Equity Income
      Portfolio -        3,975,339..                              $ 4,694,086
    Overseas
      Portfolio -        2,734,628..                                            $ 2,910,406
    High Income
      Portfolio -        675,105...                                                           $  693,524
Due (To) From SAFECO LIFE..........       (13,261)          610          (377)         (173)         (75 )
                                      -----------   -----------   -----------   -----------   ----------
Net Assets.........................   $ 8,815,098   $ 1,267,423   $ 4,693,709   $ 2,910,233   $  693,449
                                      ===========   ===========   ===========   ===========   ==========
Units Outstanding..................    47,383.187    11,091.484    22,762.547    21,675.404    5,501.537
                                      ===========   ===========   ===========   ===========   ==========
Unit Value and Redemption
  Price Per Unit...................   $   186.039   $   114.270   $   206.203   $   134.264   $  126.046
                                      ===========   ===========   ===========   ===========   ==========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       A-4
<PAGE>   40
 
SEPARATE ACCOUNT SL
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                                                 ASSET
                                          INVESTMENT      ASSET                                 MANAGER:
                                          GRADE BOND     MANAGER     INDEX 500    CONTRAFUND     GROWTH
                                           DIVISION     DIVISION      DIVISION     DIVISION     DIVISION
                                          ----------   -----------   ----------   ----------   ----------
<S>                          <C>          <C>          <C>           <C>          <C>          <C>
NET ASSETS: (CONTINUED)
Investments at fair value
  in:
Variable Insurance Products Fund II
    Cost:
    Investment Grade Bond
      Portfolio -            $  926,835   $ 987,668
    Asset Manager
      Portfolio -             6,120,964                $ 6,731,685
    Index 500 Portfolio -     1,057,163                              $1,156,876
    Contrafund Portfolio -    1,061,001                                           $1,066,780
    Asset Manager: Growth
      Portfolio -               199,270                                                        $  196,501
Due (To) From SAFECO LIFE..............       1,788         (1,161)        (185)         (14)          (4)
                                          ----------   -----------   ----------   ----------   ----------
Net Assets.............................   $ 989,456    $ 6,730,524   $1,156,691   $1,066,766   $  196,497
                                          ==========   ===========   ==========   ==========   ==========
Units Outstanding......................   7,681.136     45,178.379    8,083.709    8,931.449    1,701.758
                                          ==========   ===========   ==========   ==========   ==========
Unit Value and Redemption
  Price Per Unit.......................   $ 128.816    $   148.977   $  143.089   $  119.439   $  115.467
                                          ==========   ===========   ==========   ==========   ==========
</TABLE>
 
                       See Notes to Financial Statements
 
                                      A-4a
<PAGE>   41
 
SEPARATE ACCOUNT SL
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31, 1995
                                           ------------------------------------------------------
                                                         MONEY      EQUITY                 HIGH
                                             GROWTH      MARKET     INCOME    OVERSEAS    INCOME
                                            DIVISION    DIVISION   DIVISION   DIVISION   DIVISION
                                           ----------   --------   --------   --------   --------
<S>                                        <C>          <C>        <C>        <C>        <C>
INVESTMENT INCOME:
Dividends...............................   $   22,309   $ 75,038   $184,151   $ 16,363   $ 22,525
Expenses (Note 3):
  Mortality and Expense Risk Charge.....      (58,866)   (11,920)   (28,796)   (22,506)    (5,208)
                                           ----------   --------   --------   --------   --------
Net Investment Income (Loss)............      (36,557)    63,118    155,355     (6,143)    17,317
                                           ----------   --------   --------   --------   --------
NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS:
Net Realized Gain on Investments........      188,204         --     40,434     20,370     59,151
Net Change in Unrealized Appreciation
  of Investments........................    1,533,152         --    707,446    204,791     19,704
                                           ----------   --------   --------   --------   --------
Net Realized and Unrealized Gain
  on Investments........................    1,721,356         --    747,880    225,161     78,855
                                           ----------   --------   --------   --------   --------
NET CHANGE IN NET ASSETS RESULTING FROM
  OPERATIONS:...........................   $1,684,799   $ 63,118   $903,235   $219,018   $ 96,172
                                           ==========   ========   ========   ========   ========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       A-5
<PAGE>   42
 
SEPARATE ACCOUNT SL
STATEMENT OF OPERATIONS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                               PERIOD ENDED
                                                                            DECEMBER 31, 1995*
                                                  YEAR ENDED
                                               DECEMBER 31, 1995           ---------------------
                                       ---------------------------------                 ASSET
                                       INVESTMENT    ASSET                              MANAGER:
                                       GRADE BOND   MANAGER    INDEX 500   CONTRAFUND    GROWTH
                                        DIVISION    DIVISION   DIVISION     DIVISION    DIVISION
                                       ----------   --------   ---------   ----------   --------
<S>                                    <C>          <C>        <C>         <C>          <C>
INVESTMENT INCOME:
Dividends............................   $ 26,984    $113,020   $  7,541     $ 13,859    $ 7,927
Expenses (Note 3):
  Mortality and Expense Risk
  Charge.............................     (7,037)    (54,831)    (5,708 )     (2,440)      (356 )
                                        --------     -------   --------      -------    -------
Net Investment Income................     19,947      58,189      1,833       11,419      7,571
                                        --------     -------   --------      -------    -------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net Realized Gain on Investments.....     21,080      83,052     86,079        5,064        766
Net Change in Unrealized Appreciation
  (Depreciation) of Investments......     76,923     780,414     97,988        5,779     (2,769 )
                                        --------     -------   --------      -------    -------
Net Realized and Unrealized Gain
  (Loss) on Investments..............     98,003     863,466    184,067       10,843     (2,003 )
                                        --------     -------   --------      -------    -------
NET CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS:...........   $117,950    $921,655   $185,900     $ 22,262    $ 5,568
                                        ========     =======   ========      =======    =======
</TABLE>
 
- ---------------
*  For the period from April 30, 1995 (date of inception) through December 31,
1995.
 
                       See Notes to Financial Statements
 
                                      A-5a
<PAGE>   43
 
SEPARATE ACCOUNT SL
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                         GROWTH DIVISION            MONEY MARKET DIVISION       EQUITY INCOME DIVISION
                                     ------------------------     -------------------------     -----------------------
                                            YEAR ENDED                   YEAR ENDED                   YEAR ENDED
                                           DECEMBER 31                   DECEMBER 31                  DECEMBER 31
                                     ------------------------     -------------------------     -----------------------
                                        1995          1994           1995          1994            1995         1994
                                     -----------   ----------     -----------   -----------     ----------   ----------
<S>                                  <C>           <C>            <C>           <C>             <C>          <C>
CHANGE IN NET ASSETS
  FROM OPERATIONS:
Net Investment Income (Loss)......   $   (36,557)  $  102,506     $    63,118   $    35,678     $  155,355   $   67,327
Net Realized Gain on
  Investments.....................       188,204       57,066              --             -         40,434        9,581
Net Change in Unrealized
  Appreciation (Depreciation) of
  Investments.....................     1,533,152     (138,699)             --            --        707,446       (9,817)
                                      ----------   ----------      ----------    ----------     ----------   ----------
Net Change in Net Assets from
  Operations......................     1,684,799       20,873          63,118        35,678        903,235       67,091
CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS:
Transfers in from Net Premiums....     2,788,510    1,910,899       2,556,160     3,919,546      1,581,131      960,415
Transfers out for Policy Related
  Transactions....................    (1,047,233)    (569,996)       (262,728)     (205,822)      (503,402)    (252,613)
Transfers between Separate Account
  SL's Divisions and (to) from
  Guaranteed Interest Division,
  Net.............................     1,455,022      628,926      (3,011,769)   (2,427,022)       813,922      258,714
Gain/(Loss) Attributable to SAFECO
  LIFE............................        (1,542)      (9,288)          1,967           590           (278)        (228)
                                      ----------   ----------      ----------    ----------     ----------   ----------
Net Change in Net Assets from
  Policy Transactions.............     3,194,757    1,960,541        (716,370)    1,287,292      1,891,373      966,288
                                      ----------   ----------      ----------    ----------     ----------   ----------
Net Change in Net Assets..........     4,879,556    1,981,414        (653,252)    1,322,970      2,794,608    1,033,379
Net Assets, Beginning of Period...     3,935,542    1,954,128       1,920,675       597,705      1,899,101      865,722
                                      ----------   ----------      ----------    ----------     ----------   ----------
Net Assets, End of Period.........   $ 8,815,098   $3,935,542     $ 1,267,423   $ 1,920,675     $4,693,709   $1,899,101
                                      ==========   ==========      ==========    ==========     ==========   ==========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       A-6
<PAGE>   44
 
SEPARATE ACCOUNT SL
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                      HIGH INCOME         INVESTMENT GRADE          ASSET MANAGER
                           OVERSEAS DIVISION           DIVISION            BOND DIVISION               DIVISION
                        -----------------------   -------------------   --------------------   ------------------------
                              YEAR ENDED              YEAR ENDED             YEAR ENDED               YEAR ENDED
                              DECEMBER 31             DECEMBER 31           DECEMBER 31              DECEMBER 31
                        -----------------------   -------------------   --------------------   ------------------------
                           1995         1994        1995       1994       1995        1994        1995          1994
                        ----------   ----------   --------   --------   ---------   --------   -----------   ----------
<S>                     <C>          <C>          <C>        <C>        <C>         <C>        <C>           <C>
CHANGE IN NET ASSETS
  FROM OPERATIONS:
Net Investment Income
  (Loss)............... $   (6,143)  $   (8,075)  $ 17,317   $ 10,714   $  19,947   $ (2,749)  $    58,189   $  124,547
Net Realized Gain
  (Loss) on
  Investments..........     20,370       42,122     59,151    (12,662)     21,080     (3,055)       83,052       63,196
Net Change in
  Unrealized
  Appreciation
  (Depreciation) of
  Investments..........    204,791      (70,257)    19,704     (3,924)     76,923    (12,610)      780,414     (500,150)
                        ----------   ----------   ---------  --------   ----------  ----------    --------     --------
Net Change in Net
  Assets from
  Operations...........    219,018      (36,210)    96,172     (5,872)    117,950    (18,414)      921,655     (312,407)
CHANGE IN NET ASSETS
  FROM POLICY
  TRANSACTIONS:
Transfers in from Net
  Premiums.............  1,213,891    1,077,937    300,343    151,556     269,765    248,878     2,403,059    2,668,069
Transfers out for
  Policy
  Transactions.........   (334,256)    (186,589)   (78,496)   (35,295)   (185,044)   (54,190)   (1,114,423)    (897,234)
Transfers between
  Separate Account SL's
  Divisions and (to)
  from Guaranteed
  Interest Division,
  Net..................   (217,295)     683,921    101,072     96,388      39,576    341,249      (733,021)     709,041
Gain/(Loss)
  Attributable to
  SAFECO LIFE..........       (570)        (112)       (72)         1         192      1,582          (322)        (543)
                        ----------   ----------   ---------  --------   ----------  ----------    --------     --------
Net Change in Net
  Assets from Policy
  Transactions.........    661,770    1,575,157    322,847    212,650     124,489    537,519       555,293    2,479,333
                        ----------   ----------   ---------  --------   ----------  ----------    --------     --------
Net Change in Net
  Assets...............    880,788    1,538,947    419,019    206,778     242,439    519,105     1,476,948    2,166,926
Net Assets, Beginning
  of Period............  2,029,445      490,498    274,430     67,652     747,017    227,912     5,253,576    3,086,650
                        ----------   ----------   ---------  --------   ----------  ----------    --------     --------
Net Assets, End of
  Period............... $2,910,233   $2,029,445   $693,449   $274,430   $ 989,456   $747,017   $ 6,730,524   $5,253,576
                        ==========   ==========   =========  ========   ==========  ==========    ========     ========
</TABLE>
 
                       See Notes to Financial Statements
 
                                      A-6a
<PAGE>   45
 
SEPARATE ACCOUNT SL
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                                                             ASSET
                                                                                                            MANAGER:
                                                                                                             GROWTH
                                                        INDEX 500 DIVISION        CONTRAFUND DIVISION       DIVISION
                                                      -----------------------     -------------------     ------------
                                                            YEAR ENDED               PERIOD ENDED         PERIOD ENDED
                                                            DECEMBER 31               DECEMBER 31         DECEMBER 31
                                                         1995          1994              1995*               1995*
                                                      ----------     --------     -------------------     ------------
<S>                                                   <C>            <C>          <C>                     <C>
CHANGE IN NET ASSETS FROM OPERATIONS:
Net Investment Income (Loss)........................  $    1,833     $   (692)        $    11,419           $  7,571
Net Realized Gain (Loss) on Investments.............      86,079          (59)              5,064                766
Net Change in Unrealized Appreciation (Depreciation)
  of Investments....................................      97,988        2,104               5,779             (2,769)
                                                      ----------     --------     -------------------     ------------
Net Change in Net Assets from Operations............     185,900        1,353              22,262              5,568
CHANGE IN NET ASSETS FROM POLICY TRANSACTIONS:
Transfers in from Net Premiums......................     512,837      114,712             352,947             52,359
Transfers out for Policy Transactions...............    (123,725)     (20,731)            (34,578)            (5,450)
Transfers between Separate Account SL's Divisions
  and (to) from Guaranteed
  Interest Division, Net............................     403,638       55,506             727,253            142,922
Gain/(Loss) Attributable to SAFECO LIFE.............        (182)          (3)             (1,118)             1,098
                                                      ----------     --------     -------------------     ------------
Net Change in Net Assets from Policy Transactions...     792,568      149,484           1,044,504            190,929
                                                      ----------     --------     -------------------     ------------
Net Change in Net Assets............................     978,468      150,837           1,066,766            196,497
Net Assets, Beginning of Period.....................     178,223       27,386                  --                 --
                                                      ----------     --------     -------------------     ------------
Net Assets, End of Period...........................  $1,156,691     $178,223         $ 1,066,766           $196,497
                                                      ==========     ========     ================        =============
</TABLE>
 
- ---------------
*  For the period from April 30, 1995 (date of inception) through December 31,
   1995.
 
                       See Notes to Financial Statements
 
                                      A-6b
<PAGE>   46
 
SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS
 
 1.  ORGANIZATION
 
     Separate account SL (Account SL) is a separate account of SAFECO Life
     Insurance Company (SAFECO), a wholly-owned subsidiary of SAFECO
     Corporation, and is a unit investment trust registered under the Investment
     Company Act of 1940, as amended.
 
     Account SL was formed by SAFECO to support the operations of its variable
     life insurance policies. SAFECO Securities, Inc., a wholly-owned subsidiary
     of SAFECO Corporation, is the principal underwriter of the Policies issued
     through Account SL. The assets of Account SL are the property of SAFECO and
     such assets applicable to the Policies will not be chargeable with
     liabilities arising out of any other business SAFECO may conduct.
 
     Account SL consists of sixteen investment divisions, the original six of
     which (the Common Stock, Money Market, Balanced, Aggressive Stock, High
     Yield and Global) are invested in shares of designated portfolios of The
     Hudson River Trust (HRT), an open-end diversified management investment
     company registered under the Investment Company Act of 1940. Activity in
     the six original divisions has been restricted to policies sold prior to
     September 30, 1991.
 
     The remaining ten investment divisions are invested in designated
     portfolios of either Variable Insurance Products Fund (VIP) or Variable
     Insurance Products Fund II (VIP II). Included in these ten investment
     divisions are two new investment divisions, Contrafund and Asset Manager:
     Growth which were made available on April 30, 1995. These ten investment
     divisions are available to policies sold on or after September 30, 1991.
 
     The financial statements included herein present only those investment
     divisions related to policies purchased on or after September 30, 1991. The
     financial statements of the remaining investment divisions are presented
     separately.
 
     Unitholders are permitted to transfer their accounts to other investment
     divisions in Account SL and to the guaranteed investment division, which is
     not part of Account SL.
 
     On January 3, 1996, SAFECO was granted approval in an order by the SEC to
     transfer Policy Account Values from investment divisions invested in
     portfolios of HRT to certain investment divisions invested in portfolios of
     VIP and VIP II. On February 16, 1996, SAFECO will transfer the Policy
     Account Values specified in the order. As a result of the transfer,
     Separate Account SL will consist solely of investment divisions invested in
     portfolios of VIP and VIP II.
 
 2.  SIGNIFICANT ACCOUNTING POLICIES
 
     SECURITY VALUATION. Investments in shares are valued at the net asset value
     of the respective portfolio.
 
     SECURITY TRANSACTIONS. Investment transactions are recorded on the trade
     date. Realized gains (losses) on sales of shares are determined on the
     basis of identified cost. Net investment income and net realized and
     unrealized gain (loss) on investments are allocated to the contracts on a
     pro rata basis.
 
     FEDERAL INCOME TAXES. The operations of Account SL are included in the
     Federal Income Tax return of SAFECO. Under the provisions of the policies,
     SAFECO has the right to charge Account SL for Federal Income Tax
     attributable to Account SL. No charge is currently being made against
     Account SL for such tax since, under current tax law, SAFECO pays no tax on
     investment income and capital gains reflected in variable life insurance
     policy reserves.
 
 3.  EXPENSES
 
     SAFECO assumes mortality and expense risks related to the operations of
     Account SL and deducts a charge from the assets of Account SL at an annual
     rate of .90% of policyowners' net assets to cover these risks. SAFECO also
     makes deductions from premiums for administrative expenses and state
     premium taxes before amounts are allocated to Account SL.
 
                                       A-7
<PAGE>   47
 
SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
 4.  UNIT ACTIVITY
 
<TABLE>
<CAPTION>
                                              GROWTH          MONEY MARKET
                                            DIVISION(1)         DIVISION         EQUITY INCOME DIVISION(1)
                                          ---------------   -----------------   ---------------------------
                                            YEAR ENDED         YEAR ENDED               YEAR ENDED
                                            DECEMBER 31        DECEMBER 31              DECEMBER 31
                                           1995     1994     1995      1994        1995           1994
                                          ------   ------   -------   -------   ----------   --------------
    <S>                                   <C>      <C>      <C>       <C>       <C>          <C>
    Units:
      Units Sold........................  25,127   18,069    22,743    34,466      13,207         7,896
      Units Redeemed....................  (6,124)  (3,652)  (29,287)  (22,500)     (2,775)       (1,530)
                                          ------   ------   -------   -------     -------       -------
      Net Increase (Decrease)...........  19,003   14,417    (6,544)   11,966      10,432         6,366
                                          ======   ======   =======   =======     =======       =======
</TABLE>
 
<TABLE>
<CAPTION>
                                             OVERSEAS          HIGH INCOME              INVESTMENT
                                            DIVISION(1)         DIVISION            GRADE BOND DIVISION
                                          ---------------   -----------------   ---------------------------
                                            YEAR ENDED         YEAR ENDED               YEAR ENDED
                                            DECEMBER 31        DECEMBER 31              DECEMBER 31
                                           1995     1994     1995      1994        1995           1994
                                          ------   ------   -------   -------   ----------   --------------
    <S>                                   <C>      <C>      <C>       <C>       <C>          <C>
    Units:
      Units Sold........................   9,562   13,642     3,566     2,287       2,446         5,214
      Units Redeemed....................  (4,317)  (1,215)     (667)     (311)     (1,508)         (433)
                                          ------   ------   -------   -------   ----------   --------------
      Net Increase (Decrease)...........   5,245   12,427     2,899     1,976         938         4,781
                                          =======  =======  ========  ========  ==========   ===============
</TABLE>
 
<TABLE>
<CAPTION>
                                          ASSET MANAGER
                                           DIVISION(1)
                                         ----------------       INDEX 500
                                                               DIVISION(1)
                                            YEAR ENDED      -----------------
                                                               YEAR ENDED       CONTRAFUND   ASSET MANAGER:
                                                                                 DIVISION        GROWTH
                                                                                ----------      DIVISION
                                                                                             --------------
                                                                                       PERIOD ENDED
                                           DECEMBER 31         DECEMBER 31              DECEMBER 31
                                          1995      1994     1995      1994       1995*          1995*
                                         -------   ------   -------   -------   ----------   --------------
    <S>                                  <C>       <C>      <C>       <C>       <C>          <C>
    Units:
      Units Sold.......................   17,674   24,565     7,326     1,612       9,226         1,750
      Units Redeemed...................  (13,371)  (6,041)     (936)     (179)       (295)          (48)
                                         -------   ------   -------   -------   ----------   --------------
      Net Increase (Decrease)..........    4,303   18,524     6,390     1,433       8,931         1,702
                                         ========  =======  ========  ========  ==========   ===============
</TABLE>
 
      (1)  Officers of SAFECO have minor investments in this division at
           December 31, 1995.
        *  For the period from April 30, 1995 (date of inception) through
           December 31, 1995.
 
                                       A-8
<PAGE>   48
 
SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
 5.  INVESTMENT TRANSACTIONS
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED
                                                          DECEMBER 31, 1995
                               ------------------------------------------------------------------------
                                 GROWTH     MONEY MARKET    EQUITY INCOME    OVERSEAS     HIGH INCOME
                               PORTFOLIO      PORTFOLIO       PORTFOLIO     PORTFOLIO      PORTFOLIO
                               ----------   -------------   -------------   ----------   --------------
    <S>                        <C>          <C>             <C>             <C>          <C>
    Purchases................  $4,036,611    $ 2,369,449     $ 2,521,757    $1,312,859     $1,333,764
                               ===========   ===========      ==========    ==========      =========
    Sales....................  $(874,480 )   $(3,022,710)    $  (474,750)   $ (657,183)    $ (993,526)
                               ===========   ===========      ==========    ==========      =========
    Number of Shares Owned at
      December 31, 1995......    302,341       1,266,813         243,596       170,698         57,554
                               ===========   ===========      ==========    ==========      =========
</TABLE>
 
<TABLE>
<CAPTION>
                                               YEAR ENDED                          PERIOD ENDED
                                           DECEMBER 31, 1995                    DECEMBER 31, 1995*
                               ------------------------------------------   ---------------------------
                               INVESTMENT                                                    ASSET
                               GRADE BOND   ASSET MANAGER     INDEX 500     CONTRAFUND   MANAGER-GROWTH
                               PORTFOLIO      PORTFOLIO       PORTFOLIO     PORTFOLIO      PORTFOLIO
                               ----------   -------------   -------------   ----------   --------------
    <S>                        <C>          <C>             <C>             <C>          <C>
    Purchases................  $ 916,844     $ 1,756,159     $ 1,357,182    $1,109,309     $  208,630
                               ===========   ===========      ==========    ==========      =========
    Sales....................  $(772,440 )   $(1,142,199)    $  (562,599)   $  (53,372)    $  (10,126)
                               ===========   ===========      ==========    ==========      =========
    Number of Shares Owned at
      December 31, 1995......     79,140         426,326          15,280        77,415         16,681
                               ===========   ===========      ==========    ==========      =========
</TABLE>
 
 6.  UNIT VALUES
 
     The following are unit values attributable to unitholders as of the date
     indicated:
 
<TABLE>
<CAPTION>
                                GROWTH       MONEY MARKET   EQUITY INCOME    OVERSEAS      HIGH INCOME
                               DIVISION        DIVISION       DIVISION       DIVISION       DIVISION
                             -------------   ------------   -------------   ----------   ---------------
    <S>                      <C>             <C>            <C>             <C>          <C>
    December 31, 1992......    $ 118.301       $103.032       $ 123.900      $ 90.087             N/A
    December 31, 1993......      139.950        105.409         145.146       122.522       $ 108.076
    December 31, 1994......      138.673        108.907         154.013       123.521         105.455
    December 31, 1995......      186.039        114.270         206.203       134.264         126.046
</TABLE>
 
<TABLE>
<CAPTION>
                              INVESTMENT        ASSET                                         ASSET
                              GRADE BOND       MANAGER        INDEX 500     CONTRAFUND   MANAGER: GROWTH
                               DIVISION        DIVISION       DIVISION       DIVISION       DIVISION
                             -------------   ------------   -------------   ----------   ---------------
    <S>                      <C>             <C>            <C>             <C>          <C>
    December 31, 1992......    $ 105.619       $115.113             N/A           N/A             N/A
    December 31, 1993......      116.148        138.097       $ 105.094           N/A             N/A
    December 31, 1994......      110.786        128.527         105.239           N/A             N/A
    December 31, 1995......      128.816        148.977         143.089      $119.439       $ 115.467
</TABLE>
 
     N/A  Unit values are shown beginning the first year end after inception of
          the respective division.
 
     *  For the period from April 30, 1995 (date of inception) through December
     31, 1995.
 
                                       A-9
<PAGE>   49
 
                      (This page intentionally left blank)
 
                                      A-10
<PAGE>   50
 
                   AUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
                         SAFECO LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
 
                                      A-11
<PAGE>   51
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
Report of Independent Auditors.............................................................   A-13
Consolidated Financial Statements
      Consolidated Balance Sheet...........................................................   A-14
      Statement of Consolidated Income.....................................................   A-15
      Statement of Changes in Stockholder's Equity.........................................   A-16
      Statement of Consolidated Cash Flows.................................................   A-17
      Notes to Consolidated Financial Statements...........................................   A-19
</TABLE>
 
                                      A-12
<PAGE>   52
 
               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, 1995 and 1994, and the
related statements of consolidated income, changes in stockholder's equity, and
cash flows for each of the three years in the period ended December 31, 1995.
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, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, 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, 1994, and 1993 as required by the Financial Accounting Standards Board.
 



                                                 /s/ Ernst and Young LLP
                                                 ----------------------------

Seattle, Washington
February 9, 1996
 
                                      A-13
<PAGE>   53
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
 
<TABLE>
<CAPTION>
                                                                                          DECEMBER 31
                                                                                    ------------------------
                                                                                       1995          1994
                                                                                    -----------   ----------
<S>                                                                                 <C>           <C>
ASSETS
Investments (Note 2):
  Fixed Maturities Available-for-Sale, at Market Value
    (Amortized Cost: 1995-$7,195,332; 1994-$6,116,932)...........................   $ 7,720,108   $5,915,662
  Fixed Maturities Held-to-Maturity, at Amortized Cost
    (Market Value: 1995-$2,388,514; 1994-$1,948,309).............................     2,044,517    2,053,132
  Marketable Equity Securities, at Market Value
    (Cost: 1995-$14,904; 1994-$15,846)...........................................        25,776       22,747
  First Mortgage Loans on Real Estate:
    Nonaffiliates (Less allowance for losses: 1995-$9,633; 1994-$9,511)..........       416,110      418,440
    Affiliates...................................................................       137,823      134,157
  Real Estate (At cost, less accumulated depreciation:
    1995-$398; 1994-$412)........................................................         4,972        5,149
  Policy Loans...................................................................        55,925       53,329
  Short-Term Investments (At cost which approximates market).....................        68,614       62,789
  Investment in Limited Partnerships.............................................         1,289        1,219
                                                                                    -----------   ----------
    Total Investments............................................................    10,475,134    8,666,624
Cash.............................................................................        34,886       26,710
Accrued Investment Income........................................................       150,897      141,907
Accounts and Notes Receivable (Less allowance for doubtful accounts:
  1995-$72; 1994-$160)...........................................................        27,971       21,189
Reinsurance Recoverables (Note 5)................................................        16,656       15,517
Deferred Policy Acquisition Costs (Less valuation allowance:
  1995-$42,815; 1994-$0).........................................................       210,491      247,190
Other Assets.....................................................................         5,739        6,494
Deferred Income Taxes Recoverable (Includes tax on unrealized depreciation of
  investment securities: 1994-$68,028) (Note 9)..................................            --       30,229
Assets Held in Separate Accounts.................................................       276,399      158,266
                                                                                    -----------   ----------
         Total Assets............................................................   $11,198,173   $9,314,126
                                                                                    ===========   ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Policy and Contract Liabilities (Note 5):
    Future Policy Benefits.......................................................   $   154,090   $  155,322
    Policy and Contract Claims...................................................        26,407       29,050
    Premiums Paid in Advance.....................................................         8,209        8,783
    Funds Held Under Deposit Contracts...........................................     8,756,384    7,988,456
    Other Policyholders' Funds...................................................       323,302       74,308
                                                                                    -----------   ----------
      Total Policy and Contract Liabilities......................................     9,268,392    8,255,919
  Other Liabilities..............................................................       112,008       89,239
  Federal Income Taxes (Note 9):
    Current......................................................................        13,047       12,464
    Deferred (Includes tax on unrealized appreciation of
      investment securities: 1995 - $172,493)....................................       196,492           --
  Liabilities Related to Separate Accounts.......................................       276,399      158,266
                                                                                    -----------   ----------
      Total Liabilities..........................................................     9,866,338    8,515,888
                                                                                    -----------   ----------
Stockholder'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 7).....................................................       921,383      834,467
  Unrealized Appreciation (Depreciation) of Investment Securities,
    Net of Tax (Note 2)..........................................................       320,452     (126,229)
                                                                                    -----------   ----------
      Total Stockholder's Equity.................................................     1,331,835      798,238
                                                                                    -----------   ----------
         Total Liabilities and Stockholder's Equity..............................   $11,198,173   $9,314,126
                                                                                    ===========   ==========
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-14
<PAGE>   54
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31
                                                               ----------------------------------
                                                                  1995        1994        1993
                                                               ----------   --------   ----------
                                                                         (IN THOUSANDS)
<S>                                                            <C>          <C>        <C>
Revenues:
  Premiums..................................................   $  237,025   $252,929   $  279,628
  Investment Income:
     Interest on Fixed Maturities...........................      716,510    648,296      612,805
     Interest on Mortgage Loans.............................       51,912     51,135       48,207
     Interest on Short-Term Investments.....................        4,017      3,351        3,334
     Dividends from Marketable Equity Securities............        1,387      1,446        1,817
     Dividends from Redeemable Preferred Stock..............        3,065        618           --
     Other Investment Income................................        4,155      4,375        4,862
                                                               ----------   --------   ----------
       Total................................................      781,046    709,221      671,025
  Less Investment Expenses..................................        3,546      3,551        3,303
                                                               ----------   --------   ----------
  Net Investment Income.....................................      777,500    705,670      667,722
                                                               ----------   --------   ----------
  Other Revenue.............................................       11,608      9,795       11,850
  Realized Investment Gain..................................        5,676      5,639       53,544
                                                               ----------   --------   ----------
       Total................................................    1,031,809    974,033    1,012,744
                                                               ----------   --------   ----------
Benefits and Expenses:
  Policy Benefits...........................................      723,466    674,215      675,479
  Commissions...............................................       79,163     84,760       82,262
  Personnel Costs...........................................       42,314     42,439       43,244
  Taxes Other Than Payroll and Income Taxes.................        7,913      7,652        8,477
  Other Operating Expenses..................................       42,978     44,519       40,430
  Amortization of Deferred Policy Acquisition Costs.........       32,376     29,407       26,350
  Deferral of Policy Acquisition Costs......................      (35,347)   (43,360)     (38,925)
                                                               ----------   --------   ----------
       Total................................................      892,863    839,632      837,317
                                                               ----------   --------   ----------
Income before Federal Income Taxes..........................      138,946    134,401      175,427
                                                               ----------   --------   ----------
Provision (Benefit) for Federal Income Taxes (Note 9):
  Current...................................................       61,830     57,365       91,597
  Deferred..................................................      (13,800)   (10,154)     (26,135)
                                                               ----------   --------   ----------
       Total................................................       48,030     47,211       65,462
                                                               ----------   --------   ----------
Income Before Cumulative Effect of Accounting Changes.......       90,916     87,190      109,965
Cumulative Effect of Accounting Changes (Notes 8 and 9):
  Postretirement Benefits (Net of tax)......................           --         --       (2,493)
  Income Taxes..............................................           --         --        9,092
                                                               ----------   --------   ----------
Net Income..................................................   $   90,916   $ 87,190   $  116,564
                                                               ==========   ========   ==========
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-15
<PAGE>   55
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
 
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                               ---------------------------------
                                                                  1995        1994        1993
                                                               ----------   ---------   --------
                                                                        (IN THOUSANDS)
<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..........................      834,467     751,277    638,713
  Net Income................................................       90,916      87,190    116,564
  Dividends to Parent.......................................       (4,000)     (4,000)    (4,000)
                                                               ----------   ---------   --------
  Balance at the End of Year................................      921,383     834,467    751,277
                                                               ----------   ---------   --------
Unrealized Appreciation (Depreciation) of Investment
  Securities, Net of Tax (Note 2):
     Balance at the Beginning of Year.......................     (126,229)      6,828      5,968
     Net Effect of Adoption of FASB Statement 115...........           --     279,957         --
     Change in Unrealized Appreciation (Depreciation).......      474,511    (413,014)       860
     Change in Deferred Policy Acquisition Costs
       Valuation Allowance..................................      (27,830)         --         --
                                                               ----------   ---------   --------
     Balance at the End of Year.............................      320,452    (126,229)     6,828
                                                               ----------   ---------   --------
       Stockholder's Equity.................................   $1,331,835   $ 798,238   $848,105
                                                               ==========   =========   ========
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-16
<PAGE>   56
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31
                                                         ---------------------------------------
                                                            1995          1994          1993
                                                         -----------   -----------   -----------
                                                                     (IN THOUSANDS)
<S>                                                      <C>           <C>           <C>
OPERATING ACTIVITIES:
  Insurance Premiums Received.........................   $   216,269   $   233,129   $   264,254
  Dividends and Interest Received.....................       703,053       641,234       589,916
  Other Operating Receipts............................        10,607        11,419        11,814
  Insurance Claims and Policy Benefits Paid...........      (272,206)     (242,523)     (270,702)
  Underwriting, Acquisition and Insurance
     Operating Costs Paid.............................      (169,904)     (177,188)     (168,809)
  Income Taxes Paid...................................       (61,247)      (60,566)      (94,169)
                                                         -----------   -----------   -----------
       Net Cash Provided by Operating Activities......       426,572       405,505       332,304
                                                         -----------   -----------   -----------
INVESTING ACTIVITIES:
  Purchases of:
     Fixed Maturities Available-for-Sale..............    (1,424,510)   (1,110,154)           --
     Fixed Maturities Held-to-Maturity................      (291,965)     (358,297)   (2,106,558)
     Marketable Equity Securities.....................          (260)         (407)         (132)
     Other Investments................................           (14)      (24,381)          (53)
     Policy and Nonaffiliated Mortgage Loans..........       (55,302)      (68,710)      (62,156)
     Affiliated Mortgage Loans........................       (12,643)      (54,000)           --
  Maturities of Fixed Maturities Available-for-Sale...       375,291       476,410            --
  Maturities of Fixed Maturities Held-to-Maturity.....        17,878        54,564       644,532
  Sales of:
     Fixed Maturities Available-for-Sale..............       327,160       250,227            --
     Fixed Maturities Held-to-Maturity................            --            --       675,044
     Marketable Equity Securities.....................         2,172            65         6,323
     Other Investments................................           180        23,992            --
     Real Estate......................................           876         1,885           115
     Policy and Nonaffiliated Mortgage Loans..........        50,734        42,038        43,107
     Affiliated Mortgage Loans........................         8,977         6,714         2,324
  Net (Increase) Decrease in Short-Term Investments...        (5,811)       11,793        10,343
  Other...............................................          (122)          947        (1,190)
                                                         -----------   -----------   -----------
       Net Cash Used in Investing Activities..........    (1,007,359)     (747,314)     (788,301)
                                                         -----------   -----------   -----------
FINANCING ACTIVITIES:
  Funds Received Under Deposit Contracts..............     1,304,665     1,012,164     1,001,880
  Return of Funds Held Under Deposit Contracts........      (720,845)     (659,697)     (555,429)
  Dividends to Parent.................................        (4,000)       (4,000)       (4,000)
  Net Proceeds from Short-Term Borrowings.............         9,143           842        15,569
                                                         -----------   -----------   -----------
       Net Cash Provided by Financing Activities......       588,963       349,309       458,020
                                                         -----------   -----------   -----------
Net Increase in Cash..................................         8,176         7,500         2,023
Cash at Beginning of Year.............................        26,710        19,210        17,187
                                                         -----------   -----------   -----------
Cash at End of Year...................................   $    34,886   $    26,710   $    19,210
                                                         ===========   ===========   ===========
</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-17
<PAGE>   57
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS -
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                                                   ------------------------------
                                                                     1995       1994       1993
                                                                   --------   --------   --------
                                                                           (IN THOUSANDS)
<S>                                                                <C>        <C>        <C>
Net Income......................................................   $ 90,916   $ 87,190   $116,564
                                                                   ---------- ---------  --------
Adjustments to Reconcile Net Income to Net Cash Provided by
  Operating Activities:
     Realized Investment Gain...................................     (5,676)    (5,639)   (53,544)
     Amortization of Fixed Maturity Investments.................    (26,050)   (12,247)   (10,476)
     Deferred Federal Income Tax Benefit........................    (13,800)   (10,154)   (26,135)
     Interest Expense on Deposit Contracts......................    432,327    405,536    400,122
     Cumulative Effect of Accounting Changes....................         --         --     (6,599)
     Other......................................................      3,140       (440)       205
     Changes in:
     Future Policy Benefits.....................................     (1,232)     3,834      1,322
     Policy and Contract Claims.................................     (2,643)    (4,136)    (5,577)
     Premiums Paid in Advance...................................       (574)    (1,174)      (476)
     Deferred Policy Acquisition Costs..........................     (6,116)   (12,990)   (12,575)
     Accrued Investment Income..................................     (8,990)   (13,695)    (9,185)
     Accrued Interest on Accrual Bonds..........................    (36,908)   (41,285)   (56,712)
     Other Receivables..........................................     (2,353)     5,064     (3,937)
     Current Federal Income Taxes...............................        583     (3,201)    (2,572)
     Other Assets and Liabilities...............................        449      1,820      7,397
     Other Policyholders' Funds.................................      3,499      7,022     (5,518)
                                                                   ---------- ---------  --------
       Total Adjustments........................................    335,656    318,315    215,740
                                                                   ---------- ---------  --------
Net Cash Provided by Operating Activities.......................   $426,572   $405,505   $332,304
                                                                   ========== =========  ========
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-18
<PAGE>   58
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 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 owns two subsidiaries,
     SAFECO National Life Insurance Company and First SAFECO National Life
     Insurance Company of New York. The Company is a wholly-owned subsidiary of
     SAFECO Corporation which is a Washington corporation whose subsidiaries are
     engaged 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 1995 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 policies. Funds received under pension deposit contracts,
     annuities 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. The Company adopted Financial Accounting Standards Board
     (FASB) Statement 115, "Accounting for Certain Investments in Debt and
     Equity Securities," on January 1, 1994, applying the provisions of the
     Statement to investments held as of, or acquired after that date. See
     discussion of new accounting standards on page 10.
 
     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 stockholder'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 stockholder'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.
 
     DEFERRED POLICY ACQUISITION COSTS. 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.
 
                                      A-19
<PAGE>   59
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 1 (continued)
 
     Acquisition costs for deferred annuity and pension deposit 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. There were no significant revisions made in 1995, 1994 or
     1993.
 
     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.
 
     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.
 
     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 file a consolidated
     federal income tax return with 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. The Company adopted Financial Accounting
     Standards Board (FASB) Statements 106, "Employers' Accounting for
     Postretirement Benefits Other Than Pensions," and 109, "Accounting for
     Income Taxes," in the first quarter of 1993. See the Statement of
     Consolidated Income for the effect on income of adoption of Statements 106
     and 109. For additional disclosure relating to Statements 106 and 109, see
     Note 8 and Note 9, respectively.
 
     The Company adopted FASB Statement 112, "Employers' Accounting for
     Postemployment Benefits," effective January 1, 1994. Adoption had no effect
     on net income.
 
     The Company adopted FASB Statement 113, "Accounting and Reporting for
     Reinsurance of Short-Duration and Long-Duration Contracts," in the first
     quarter of 1993. Adoption had no effect on net income. See Note 5 for
     disclosures relating to reinsurance.
 
                                      A-20
<PAGE>   60
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 1 (continued)
 
     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 are effective for 1995 and were adopted by
     the Company on January 1, 1995. Adoption did not affect net income. For
     additional disclosure relating to these two statements, see Note 2.
 
     In 1993, the FASB issued Statement 115, "Accounting for Certain Investments
     in Debt and Equity Securities," which expands the use of fair value
     accounting for debt and equity securities. As of January 1, 1994, the
     Company adopted the provisions of this Statement for investments held as
     of, or acquired after that date. Statement 115 requires that debt and
     equity securities be classified as trading, available-for-sale, or
     held-to-maturity. Fixed maturity securities that the Company has the
     positive intent and ability to hold to maturity (as narrowly defined by
     Statement 115) are classified as held-to-maturity and are reported at
     amortized cost. Fixed maturity securities classified as available-for-sale
     are carried at market value, with changes in unrealized gains and losses
     recorded directly to stockholder's equity, net of applicable income taxes
     and any deferred policy acquisition costs valuation allowance. All
     marketable equity securities are classified as available-for-sale and
     continue to be carried at market value, with changes in unrealized gains
     and losses recorded directly to stockholder's equity, net of applicable
     income taxes. Under Statement 115, trading securities are carried at market
     value with immediate recognition in income of changes in market value.
     Since the Company does not have any securities held for trading, the
     adoption of this Statement had no effect on net income. As required by
     Statement 115, no restatement of prior period amounts has been made. See
     Note 2 for details of the effect on stockholder's equity of the adoption of
     Statement 115.
 
     The FASB issued an Implementation Guide on Statement 115 in November of
     1995. In addition to providing guidance on Statement 115, the Guide allows
     for a one-time-only reclassification of securities among the three
     categories defined in Statement 115. Such reclassifications will not call
     into question the original classifications. As allowed under the Guide, the
     Company reclassified certain held-to-maturity securities to the
     available-for-sale category on December 31, 1995. While the Company's
     investment philosophy has not changed, this reclassification will allow
     flexibility in responding to changes in market conditions. See Note 2 for
     disclosures relating to this reclassification.
 
                                      A-21
<PAGE>   61
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
 2.  INVESTMENT SUMMARY
 
     A summary of fixed maturities and marketable equity securities classified
     as available-for-sale at December 31, 1995 follows:
 
<TABLE>
<CAPTION>
                                                              GROSS        GROSS         NET       ESTIMATED
                                               AMORTIZED    UNREALIZED   UNREALIZED   UNREALIZED     MARKET
                                                  COST        GAINS        LOSSES        GAIN        VALUE
                                               ----------   ----------   ----------   ----------   ----------
                                                                       (IN THOUSANDS)
     <S>                                       <C>          <C>          <C>          <C>          <C>
     United States government and government
       agencies and authorities..............  $  737,429    $ 73,770     $ (1,007)   $   72,763   $  810,192
     States, municipalities and political
       subdivisions..........................     141,085      20,879           --        20,879      161,964
     Foreign governments.....................      67,873       7,248           --         7,248       75,121
     Public utilities........................   1,452,490     137,913       (1,395)      136,518    1,589,008
     All other corporate bonds...............   2,475,343     183,117       (7,690)      175,427    2,650,770
     Mortgage-backed securities..............   2,321,112     116,938       (4,997)      111,941    2,433,053
                                               ----------    --------     --------     ---------   ----------
     Total fixed maturities classified as
       available-for-sale....................   7,195,332     539,865      (15,089)      524,776    7,720,108
     Marketable equity securities............      14,904      11,172         (300)       10,872       25,776
                                               ----------    --------     --------     ---------   ----------
     Total investment securities classified
       as available-for-sale.................  $7,210,236    $551,037     $(15,389)      535,648   $7,745,884
                                               ==========    ========     ========                 ==========
     Deferred policy acquisition costs
       valuation allowance.........................................................      (42,815)
     Applicable federal income tax.................................................     (172,381)
                                                                                       ---------
     Unrealized appreciation of investment
       securities, net of tax, included in stockholder's equity....................   $  320,452
                                                                                       =========
</TABLE>
 
     A summary of fixed maturities classified as held-to-maturity at December
     31, 1995 follows:
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS         NET       ESTIMATED
                                                AMORTIZED    UNREALIZED   UNREALIZED   UNREALIZED     MARKET
                                                   COST        GAINS        LOSSES        GAIN        VALUE
                                                ----------   ----------   ----------   ----------   ----------
                                                                        (IN THOUSANDS)
     <S>                                        <C>          <C>          <C>          <C>          <C>
     United States government and government
       agencies and authorities...............  $  210,894    $ 60,042     $     --     $ 60,042    $  270,936
     States, municipalities and political
       subdivisions...........................      52,438       4,689           --        4,689        57,127
     Foreign governments......................     135,467      31,956           --       31,956       167,423
     Public utilities.........................     456,938      83,571           --       83,571       540,509
     All other corporate bonds................     896,899     140,673       (4,128)     136,545     1,033,444
     Mortgage-backed securities...............     291,881      27,194           --       27,194       319,075
                                                ----------    --------      -------     --------    ----------
     Total fixed maturities classified as
       held-to-maturity.......................  $2,044,517    $348,125     $ (4,128)    $343,997    $2,388,514
                                                ==========    ========      =======     ========    ==========
</TABLE>
 
     The Company reclassified certain fixed maturity securities from the
     held-to-maturity category to the available-for-sale category on December
     31, 1995, as allowed by the FASB's Implementation Guide discussed in Note
     1. The securities reclassified had a net carrying value (amortized cost) of
     $331,123,000 and a market value of $358,630,000 at December 31, 1995. This
     reclassification had no effect on net income. While the Company's
     investment philosophy has not changed, this reclassification will allow
     flexibility in responding to changes in market conditions.
 
                                      A-22
<PAGE>   62
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 2 (continued)
     A summary of fixed maturities and marketable equity securities classified
     as available-for-sale at December 31, 1994 follows:
 
<TABLE>
<CAPTION>
                                                             GROSS        GROSS          NET       ESTIMATED
                                              AMORTIZED    UNREALIZED   UNREALIZED   UNREALIZED      MARKET
                                                 COST        GAINS        LOSSES     GAIN (LOSS)     VALUE
                                              ----------   ----------   ----------   -----------   ----------
                                                                      (IN THOUSANDS)
     <S>                                      <C>          <C>          <C>          <C>           <C>
     United States government and government
       agencies and authorities.............  $  664,805    $    704    $  (28,980)   $ (28,276)   $  636,529
     States, municipalities and political
       subdivisions.........................     139,415       4,392        (1,723)       2,669       142,084
     Foreign governments....................      71,599       1,019        (2,522)      (1,503)       70,096
     Public utilities.......................   1,347,080      21,223       (66,446)     (45,223)    1,301,857
     All other corporate bonds..............   2,148,606      26,235       (97,718)     (71,483)    2,077,123
     Mortgage-backed securities.............   1,745,427      30,508       (87,962)     (57,454)    1,687,973
                                              ----------     -------     ---------    ---------    ----------
     Total fixed maturities classified as
       available-for-sale...................   6,116,932      84,081      (285,351)    (201,270)    5,915,662
     Marketable equity securities...........      15,846       7,577          (676)       6,901        22,747
                                              ----------     -------     ---------    ---------    ----------
     Total investment securities classified
       as available-for-sale................  $6,132,778    $ 91,658    $ (286,027)    (194,369)   $5,938,409
                                              ==========     =======     =========                 ==========
     Deferred policy acquisition costs
       valuation allowance........................................................           --
     Applicable federal income tax................................................       68,140
                                                                                      ---------
     Unrealized depreciation of investment
       securities, net of tax, included in stockholder's equity...................    $(126,229)
                                                                                      =========
</TABLE>
 
     A summary of fixed maturities classified as held-to-maturity at December
     31, 1994 follows:
 
<TABLE>
<CAPTION>
                                                                                         NET
                                                              GROSS        GROSS      UNREALIZED   ESTIMATED
                                               AMORTIZED    UNREALIZED   UNREALIZED      GAIN        MARKET
                                                  COST        GAINS        LOSSES       (LOSS)       VALUE
                                               ----------   ----------   ----------   ----------   ----------
                                                                       (IN THOUSANDS)
     <S>                                       <C>          <C>          <C>          <C>          <C>
     United States government and government
       agencies and authorities..............  $  124,266    $    649    $  (10,953)  $  (10,304)  $  113,962
     States, municipalities and political
       subdivisions..........................      36,517       2,260          (527)       1,733       38,250
     Foreign governments.....................     139,951       2,651        (2,434)         217      140,168
     Public utilities........................     436,145      14,090       (19,454)      (5,364)     430,781
     All other corporate bonds...............     794,824      10,401       (56,808)     (46,407)     748,417
     Mortgage-backed securities..............     521,429       8,374       (53,072)     (44,698)     476,731
                                               ----------     -------     ---------    ---------   ----------
     Total fixed maturities classified as
       held-to-maturity......................  $2,053,132    $ 38,425    $ (143,248)  $ (104,823)  $1,948,309
                                               ==========     =======     =========    =========   ==========
</TABLE>
 
     As discussed in Note 1, the Company adopted the provisions of FASB
     Statement 115 as of January 1, 1994. The net effect on stockholder's equity
     of the adoption of Statement 115 was an increase of $279,957,000 as of
     January 1, 1994. The net increase was comprised of the following amounts:
     aggregate market value in excess of amortized cost of fixed maturities
     classified as available-for-sale of $458,471,000, less deferred policy
     acquisition costs valuation allowance of $27,768,000 and deferred income
     taxes at 35% of $150,746,000.
 
     The amortized cost and estimated market value of fixed maturities at
     December 31, 1995, 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.
 
                                      A-23
<PAGE>   63
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 2 (continued)
 
<TABLE>
<CAPTION>
                                                            AVAILABLE-FOR-SALE         HELD-TO-MATURITY
                                                          -----------------------   -----------------------
                                                                       ESTIMATED                 ESTIMATED
                                                          AMORTIZED      MARKET     AMORTIZED      MARKET
                                                             COST        VALUE         COST        VALUE
                                                          ----------   ----------   ----------   ----------
                                                                           (IN THOUSANDS)
     <S>                                                  <C>          <C>          <C>          <C>
     Due in one year or less............................  $  138,616   $  138,892   $       --   $       --
     Due after one year through five years..............   1,245,334    1,309,291        5,000        5,250
     Due after five years through ten years.............   1,533,974    1,644,618       25,124       29,513
     Due after ten years................................   1,956,296    2,194,254    1,722,512    2,034,676
     Mortgage-backed securities.........................   2,321,112    2,433,053      291,881      319,075
                                                          ----------   ----------   ----------   ----------
     Total..............................................  $7,195,332   $7,720,108   $2,044,517   $2,388,514
                                                          ==========   ==========   ==========   ==========
</TABLE>
 
     At December 31, 1995 and 1994, the Company held below investment grade
     fixed maturities of $239 million and $174 million at amortized cost,
     respectively. The respective market values of these investments were
     approximately $240 million and $156 million. These holdings amounted to
     2.4% and 2.0% of the Company's investments in fixed maturities at market
     value at December 31, 1995 and 1994, respectively.
 
     The carrying value of investments in fixed maturities and mortgage loans
     that did not produce income during the year ended December 31, 1995 is less
     than one percent of the total of such investments.
 
     Certain fixed maturity securities with an amortized cost of $4,578,000 and
     $4,161,000 at December 31, 1995 and 1994, respectively, were on deposit
     with various regulatory authorities to meet requirements of insurance and
     financial codes.
 
     At December 31, 1995 and 1994, mortgage loans constituted approximately
     4.9% and 5.9% 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 43% of the total
     in California. Individual loans generally do not exceed $5 million. At
     December 31, 1995, less than 1% of the loans were non-performing.
 
     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
                                                       ------------------   ----------------   -----------------
                                                                            (IN THOUSANDS)
     <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-24
<PAGE>   64
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 2 (continued)
     The proceeds from sales of investment securities and related gains and
     losses for 1994 are as follows:
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31, 1994
                                                       ---------------------------------------------------------
                                                        FIXED MATURITIES    FIXED MATURITIES      MARKETABLE
                                                       AVAILABLE-FOR-SALE   HELD-TO-MATURITY   EQUITY SECURITIES
                                                       ------------------   ----------------   -----------------
                                                                            (IN THOUSANDS)
     <S>                                               <C>                  <C>                <C>
     Proceeds from sales.............................       $250,227             $   --              $  65
                                                            ========                ===              =====
     Gross realized gains on sales...................       $ 12,994             $   --              $ 115
     Gross realized losses on sales..................         (1,533)                --               (224)
                                                            --------                ---              -----
     Realized gains (losses) on sales................         11,461                 --               (109)
     Other (Including net gain on calls and
       redemptions)..................................          2,475                 --                 --
     Writedowns (Including writedowns on securities
       subsequently sold)............................         (4,804)                --                 --
                                                            --------                ---              -----
     Total realized gain (loss)......................       $  9,132             $   --              $(109)
                                                            ========                ===              =====
</TABLE>
 
     The proceeds from sales of investments in fixed maturities and related
     gains and losses for 1993 are as follows:
 
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED
                                                                                               DECEMBER 31
                                                                                                   1993
                                                                                              --------------
                                                                                              (IN THOUSANDS)
     <S>                                                                                      <C>
     Proceeds from sales....................................................................     $675,044
                                                                                                 ========
     Gross realized gains on sales..........................................................     $ 75,895
     Gross realized losses on sales.........................................................      (20,653)
                                                                                                 --------
         Realized gains on sales............................................................       55,242
     Other (Including net gain on calls and redemptions)....................................       12,749
     Writedowns (Including writedowns on securities subsequently sold)......................      (11,665)
                                                                                                 --------
     Total realized gain....................................................................     $ 56,326
                                                                                                 ========
</TABLE>
 
     The following summarizes the realized gains and losses, the changes in
     unrealized gains and losses, and applicable income taxes on all
     investments:
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31
                                                                            -------------------------------
                                                                              1995        1994       1993
                                                                            ---------   ---------   -------
                                                                                    (IN THOUSANDS)
     <S>                                                                    <C>         <C>         <C>
     Realized gains (losses):
         Fixed maturities.................................................  $   6,235   $   9,132   $56,326
         Marketable equity securities.....................................        971        (109)    2,063
         First mortgage loans on real estate..............................     (1,600)     (3,000)   (4,336)
         Real estate......................................................         70        (184)     (509)
         Short-term investments...........................................         --        (200)       --
                                                                            ---------   ---------   -------
              Realized gain before federal income taxes...................  $   5,676   $   5,639   $53,544
                                                                            =========   =========   =======
</TABLE>
 
                                      A-25
<PAGE>   65
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 2 (continued)
 
<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31
                                                                            -------------------------------
                                                                              1995        1994       1993
                                                                            ---------   ---------   -------
                                                                                    (IN THOUSANDS)
     <S>                                                                    <C>         <C>         <C>
     Increase (decrease) in unrealized appreciation of:
         Fixed maturities classified as available-for-sale................  $ 726,046   $(201,270)  $    --
         Marketable equity securities.....................................      3,971      (3,432)    1,291
         Deferred policy acquisition costs valuation allowance............    (42,815)         --        --
         Applicable federal income tax (expense) benefit..................   (240,521)     71,645      (431)
                                                                            ---------   ---------   -------
         Net change in unrealized appreciation (depreciation).............  $ 446,681   $(133,057)  $   860
                                                                            =========   =========   =======
</TABLE>
 
     The following table summarizes the Company's allowance for credit losses on
     non-affiliated mortgage loans:
 
<TABLE>
<CAPTION>
                                                                                                YEAR ENDED
                                                                                               DECEMBER 31
                                                                                             ----------------
                                                                                              1995      1994
                                                                                             -------   ------
                                                                                              (IN THOUSANDS)
     <S>                                                                                     <C>       <C>
     Allowance at beginning of year........................................................  $ 9,511   $7,000
     Provision for credit losses...........................................................    1,600    3,000
     Recoveries............................................................................       15       --
     Loans charged off as uncollectible....................................................   (1,493)    (489)
                                                                                                       --------
                                                                                                            -
                                                                                             ---------
     Allowance at end of year..............................................................  $ 9,633   $9,511
                                                                                             ========= =========
</TABLE>
 
     The 1995 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 $5.7 million at December 31, 1995. A specific
     loan loss reserve has been established for each impaired loan, the total of
     which is $2.1 and is included in the overall allowance of $9.6 million at
     December 31, 1995.
 
 3.  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 are $2,274,000. At December 31,
     1995, unfunded mortgage loan commitments approximated $19,047,000. The
     Company had no other material commitments or contingencies at December 31,
     1995.
 
 4.  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.
 
                                      A-26
<PAGE>   66
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 4 (continued)
     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>
                                                                   1995                      1994
                                                          -----------------------   -----------------------
                                                           CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                            AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                          ----------   ----------   ----------   ----------
                                                                           (IN THOUSANDS)
     <S>                                                  <C>          <C>          <C>          <C>
     Financial assets:
         Fixed maturities available-for-sale............  $7,720,108   $7,720,108   $5,915,662   $5,915,662
         Fixed maturities held-to-maturity..............   2,044,517    2,388,514    2,053,132    1,948,309
         Marketable equity securities...................      25,776       25,776       22,747       22,747
         Mortgage loans.................................     553,933      584,000      552,597      540,000
     Financial liabilities:
         Funds held under deposit contracts.............   8,756,384    9,282,000    7,988,456    7,678,000
</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 $2.8 billion and $2.2 billion at market at
     December 31, 1995 and 1994, 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, highly-volatile type (e.g., interest only, inverse floaters, etc.)
     has been intentionally limited to only a small amount (i.e., less than 1%
     of total CMOs at both December 31, 1995 and 1994).
 
     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 currency-linked bonds and fixed-rate loan commitments.
     Individually, and in the aggregate, these derivatives are not material and
     thus no additional disclosures are warranted.
 
 5.  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
                                                                                            -----------------
                                                                                             1995      1994
                                                                                            -------   -------
                                                                                             (IN THOUSANDS)
     <S>                                                                                    <C>       <C>
     Unpaid losses and adjustment expense.................................................  $   850   $   646
     Paid claims..........................................................................      658       506
     Life policy liabilities..............................................................   14,844    14,033
     Other reinsurance recoverables.......................................................      304       332
                                                                                            -------   -------
         Total reinsurance recoverables...................................................  $16,656   $15,517
                                                                                            =======   =======
</TABLE>
 
                                      A-27
<PAGE>   67
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 5 (continued)
     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
                                                                                ----------------------------
                                                                                  1995      1994      1993
                                                                                --------   -------   -------
                                                                                       (IN THOUSANDS)
     <S>                                                                        <C>        <C>       <C>
     Reinsurance Ceded:
         Premiums.............................................................  $(10,385)  $(9,060)  $(9,576)
                                                                                ========   =======   =======
         Policy benefits......................................................  $ (6,344)  $(5,588)  $(7,441)
                                                                                ========   =======   =======
     Reinsurance Assumed:
         Premiums.............................................................  $ (5,456)  $   327   $   544
                                                                                ========   =======   =======
         Policy benefits......................................................  $ (2,503)  $ 3,421   $ 3,474
                                                                                ========   =======   =======
</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.
 
 6.  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.
 
     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.
 
     Statutory net income and stockholder's equity, by company, are as follows:
 
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                              ------------------------------
                                                                                1995       1994       1993
                                                                              --------   --------   --------
                                                                                      (IN THOUSANDS)
     <S>                                                                      <C>        <C>        <C>
     Statutory Net Income:
         SAFECO Life Insurance Company......................................  $101,456   $ 47,280   $ 17,724
         SAFECO National Life Insurance Company.............................     1,187      1,242      1,192
         First SAFECO National Life Insurance Company of New York...........       404        108        225
                                                                              --------    -------    -------
              Total.........................................................  $103,047   $ 48,630   $ 19,141
                                                                              ========    =======    =======
</TABLE>
 
                                      A-28
<PAGE>   68
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 6 (continued)
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31
                                                                              ------------------------------
                                                                                1995       1994       1993
                                                                              --------   --------   --------
                                                                                      (IN THOUSANDS)
     <S>                                                                      <C>        <C>        <C>
     Statutory Stockholder's Equity:
         SAFECO Life Insurance Company......................................  $479,152   $391,328   $357,081
         SAFECO National Life Insurance Company.............................    15,522     15,849     16,228
         First SAFECO National Life Insurance Company of New York...........    10,009      9,644      9,569
                                                                              --------    -------    -------
              Total.........................................................  $504,683   $416,821   $382,878
                                                                              ========    =======    =======
</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, 1995.
 
 7.  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. That 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
     $104,480,000 at December 31, 1995.
 
 8.  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
     $7,599,000, $6,329,000 and $7,962,000 for the years ended December 31,
     1995, 1994 and 1993, respectively.
 
     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.
 
     Effective January 1, 1993, the Company adopted FASB Statement 106,
     "Employers' Accounting for Postretirement Benefits Other Than Pensions."
     Under Statement 106, the Company accrues for other postretirement benefits
     during the years that employees provide services. Prior to adoption of
     Statement 106, other postretirement benefits were accounted for on a
     pay-as-you-go (cash) basis. The transition obligation (i.e., the
     accumulated postretirement benefit obligation) of $3,777,000 was recorded
     as a cumulative effect adjustment in the first quarter of 1993 which, net
     of tax, resulted in a reduction of net income of $2,493,000.
 
                                      A-29
<PAGE>   69
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 8 (continued)
     Components of the net periodic other postretirement benefit cost are as
     follows:
 
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31
                                                                                   --------------------------
                                                                                   1995       1994       1993
                                                                                   ----       ----       ----
                                                                                         (IN THOUSANDS)
     <S>                                                                           <C>        <C>        <C>
     Service cost - benefits earned during the period............................  $114       $153       $151
     Interest cost on accumulated postretirement benefit obligation..............   245        283        318
     Actual return on plan assets................................................   (16)         3         (4)
     Net amortization and deferral...............................................   (61)        (7)         4
                                                                                   ----       ----       ----
              Total..............................................................  $282       $432       $469
                                                                                   ====       ====       ====
</TABLE>
 
     The following table summarizes the funded status of the plan:
 
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31
                                                                                            -----------------
                                                                                             1995       1994
                                                                                            ------     ------
                                                                                             (IN THOUSANDS)
     <S>                                                                                    <C>        <C>
     Accumulated postretirement benefit obligation (APBO):
         Retirees.........................................................................  $1,761     $1,332
         Fully eligible active plan participants..........................................     620        496
         Other active plan participants...................................................   1,929      1,245
                                                                                            ------     ------
              Total APBO..................................................................   4,310      3,073
     Less: plan assets at fair value......................................................     133         91
                                                                                            ------     ------
     Funded status........................................................................   4,177      2,982
     Unrecognized gain....................................................................     361      1,424
                                                                                            ------     ------
     Accrued postretirement benefit cost recorded on the balance sheet....................  $4,538     $4,406
                                                                                            ======     ======
</TABLE>
 
     Other postretirement benefit cost is determined using actuarial assumptions
     at the beginning of the year. The funded status is determined using
     assumptions at the end of the year. The discount rate used was 7.5%, 8.5%
     and 7.5% at December 31, 1995, 1994 and 1993, respectively. The accumulated
     postretirement benefit obligation at December 31, 1995 was determined using
     a healthcare cost trend rate of 11% for 1996, declining by 1% per year,
     starting in 1997, to 6% and remaining at that level thereafter. The trend
     rate for the years 1997 to 2001 is 1% higher than the rate used for the
     prior year's valuation. 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, 1995 by $540,000
     and the annual net periodic other postretirement benefit cost for the year
     then ended by $50,000.
 
 9.  INCOME TAXES
 
     As of January 1, 1993, the Company adopted the liability method of
     accounting for income taxes pursuant to FASB Statement 109, "Accounting for
     Income Taxes." This accounting change was implemented through a cumulative
     effect adjustment which reduced the net deferred tax liability (and
     increased net income in the first quarter of 1993) by $9,092,000. 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.
 
                                      A-30
<PAGE>   70
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 9 (continued)
     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
                                                                                 ---------------------------
                                                                                  1995      1994      1993
                                                                                 -------   -------   -------
                                                                                       (IN THOUSANDS)
     <S>                                                                         <C>       <C>       <C>
     Computed "expected" tax expense...........................................  $48,631   $47,040   $61,399
     Dividends received deduction..............................................      (44)      (64)      (52)
     Tax exempt interest.......................................................       (7)       (8)       (9)
     Provision for settlement of prior years' tax obligation...................       --        --     2,000
     Federal tax rate change...................................................       --        --     2,040
     Other.....................................................................     (550)      243        84
                                                                                 -------   -------   -------
         Income tax expense....................................................  $48,030   $47,211   $65,462
                                                                                 =======   =======   =======
     Percent of income tax expense to income before tax........................     34.6%     35.1%     37.3%
                                                                                 =======   =======   =======
</TABLE>
 
     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
                                                                                       ---------------------
                                                                                         1995         1994
                                                                                       --------     --------
                                                                                          (IN THOUSANDS)
     <S>                                                                               <C>          <C>
     Deferred tax assets:
         Discounted loss and adjustment expense reserves.............................  $  1,990     $  1,679
         Unearned premium reserves...................................................     2,011        2,012
         Adjustment to life policy liabilities.......................................    30,209       20,444
         Capitalization of policy acquisition costs..................................    21,860       18,263
         Postretirement benefits.....................................................     1,588        1,542
         Realized capital gains......................................................     9,348        5,422
         Guarantee fund assessment...................................................     3,680        3,250
         Unrealized depreciation of investment securities............................        --       68,028
         Other.......................................................................     1,414        1,343
                                                                                       --------     --------
              Total deferred tax assets..............................................    72,100      121,983
                                                                                       --------     --------
     Deferred tax liabilities:
         Deferred policy acquisition costs...........................................    88,657       86,798
         Bond discount accrual.......................................................     5,905        4,133
         Unrealized appreciation of investment securities (Net of deferred policy
          acquisition costs valuation allowance: 1995-$14,985).......................   172,493           --
         Other.......................................................................     1,537          823
                                                                                       --------     --------
              Total deferred tax liabilities.........................................   268,592       91,754
                                                                                       --------     --------
              Net deferred tax liability (asset).....................................  $196,492     $(30,229)
                                                                                       ========     ========
</TABLE>
 
     The deferred federal income tax benefit of $13,800,000 for 1995 represents
     the increase in the net deferred tax liability of $226,721,000 excluding
     the increase of $240,521,000 related to unrealized appreciation of
     investment securities which includes $14,985,000 related to the deferred
     policy acquisition costs valuation allowance.
 
     The deferred federal income tax benefit of $10,154,000 for 1994 represents
     the decrease in the net deferred tax liability of $81,799,000 excluding a
     decrease of $71,645,000 related to unrealized depreciation of investment
     securities.
 
                                      A-31
<PAGE>   71
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 9 (continued)
     The deferred federal income tax benefit of $26,135,000 for 1993 represents
     a decrease in the net deferred federal income tax liability of $25,704,000
     excluding an increase of $431,000 related to unrealized appreciation of
     marketable equity securities. The tax related to the increase in
     appreciation of marketable equity securities approximated $543,000 during
     1993. Of that amount, $112,000, which related to the 1% increase in the
     federal income tax rate, was charged directly to income with the remainder
     charged directly to stockholder's equity.
 
10. SEGMENT DATA
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31, 1995
                                                                       -------------------------------------
                                                                       FINANCIAL     EMPLOYEE
                                                                        SERVICES     BENEFITS       TOTAL
                                                                       ----------   ----------   -----------
                                                                                  (IN THOUSANDS)
     <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
                                                                       ==========   ==========   ===========
     Income Before Income Taxes......................................  $   84,956   $   53,990   $   138,946
                                                                       ==========   ==========   ===========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31, 1995
                                                                       -------------------------------------
                                                                       FINANCIAL     EMPLOYEE
                                                                        SERVICES     BENEFITS       TOTAL
                                                                       ----------   ----------   -----------
                                                                                  (IN THOUSANDS)
     <S>                                                               <C>          <C>          <C>
     Identifiable Assets:
         Deferred Policy Acquisition Cost............................  $  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
                                                                       ==========   ==========   ===========
     Amortization of Deferred Policy Acquisition Cost................  $   12,222   $   20,154   $    32,376
                                                                       ==========   ==========   ===========
</TABLE>
 
     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.
 
                                      A-32
<PAGE>   72
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 10 (continued)
 
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31, 1994
                                                                        ------------------------------------
                                                                        FINANCIAL     EMPLOYEE
                                                                         SERVICES     BENEFITS      TOTAL
                                                                        ----------   ----------   ----------
                                                                                   (IN THOUSANDS)
     <S>                                                                <C>          <C>          <C>
     Revenue:
         Premiums and Other (Including $27,955 of financial services
           revenue received from affiliates)..........................  $   42,805   $  219,919   $  262,724
         Identifiable Investment Income...............................     395,127      245,909      641,036
         Investment Income Allocated..................................      39,909       24,725       64,634
         Identifiable Realized Gain from Investments..................       6,744        1,267        8,011
         Realized Loss from Investments Allocated.....................      (1,463)        (909)      (2,372)
                                                                        ----------   ----------   ----------
              Total Revenue...........................................  $  483,122   $  490,911   $  974,033
                                                                        ==========   ==========   ==========
     Income Before Income Taxes.......................................  $   70,200   $   64,201   $  134,401
                                                                        ==========   ==========   ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31, 1994
                                                                        ------------------------------------
                                                                        FINANCIAL     EMPLOYEE
                                                                         SERVICES     BENEFITS      TOTAL
                                                                        ----------   ----------   ----------
                                                                                   (IN THOUSANDS)
     <S>                                                                <C>          <C>          <C>
     Identifiable Assets:
         Deferred Policy Acquisition Costs............................  $  151,614   $   95,576   $  247,190
         Policy Loans.................................................      28,467       24,862       53,329
         Invested Assets..............................................   4,859,921    2,874,141    7,734,062
         Other........................................................     153,120      248,641      401,761
     Invested Assets Allocated........................................     542,890      336,343      879,233
     Other Assets Allocated...........................................        (880)        (569)      (1,449)
                                                                        ----------   ----------   ----------
              Total Assets............................................  $5,735,132   $3,578,994   $9,314,126
                                                                        ==========   ==========   ==========
     Amortization of Deferred Policy Acquisition Costs................  $    9,914   $   19,493   $   29,407
                                                                        ==========   ==========   ==========
</TABLE>
 
     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.
 
                                      A-33
<PAGE>   73
 
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
Note 10 (continued)
 
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31, 1993
                                                                        ------------------------------------
                                                                        FINANCIAL     EMPLOYEE
                                                                         SERVICES     BENEFITS      TOTAL
                                                                        ----------   ----------   ----------
                                                                                   (IN THOUSANDS)
     <S>                                                                <C>          <C>          <C>
     Revenue:
         Premiums and Other (Including $23,195 of financial services
           revenue received from affiliates)..........................  $   40,000   $  251,478   $  291,478
         Identifiable Investment Income...............................     352,076      251,740      603,816
         Investment Income Allocated..................................      38,408       25,498       63,906
         Identifiable Realized Gain (Loss) from Investments...........      64,442       (6,567)      57,875
         Realized Loss from Investments Allocated.....................      (2,956)      (1,375)      (4,331)
                                                                          --------     --------   ----------
              Total Revenue...........................................  $  491,970   $  520,774   $1,012,744
                                                                          ========     ========   ==========
     Income Before Income Taxes.......................................  $  117,287   $   58,140   $  175,427
                                                                          ========     ========   ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 DECEMBER 31, 1993
                                                                        ------------------------------------
                                                                        FINANCIAL     EMPLOYEE
                                                                         SERVICES     BENEFITS      TOTAL
                                                                        ----------   ----------   ----------
                                                                                   (IN THOUSANDS)
     <S>                                                                <C>          <C>          <C>
     Identifiable Assets:
         Deferred Policy Acquisition Cost.............................  $  137,479   $   96,721   $  234,200
         Policy Loans.................................................      26,181       24,307       50,488
         Invested Assets..............................................   4,253,688    2,906,514    7,160,202
         Other........................................................      98,972      159,396      258,368
     Invested Assets Allocated........................................     513,921      342,861      856,782
     Other Assets Allocated...........................................      21,160       13,185       34,345
                                                                          --------     --------   ----------
              Total Assets............................................  $5,051,401   $3,542,984   $8,594,385
                                                                          ========     ========   ==========
     Amortization of Deferred Policy Acquisition Costs................  $    7,395   $   18,955   $   26,350
                                                                          ========     ========   ==========
</TABLE>
 
     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.
 
                                      A-34
<PAGE>   74
 
HYPOTHETICAL ILLUSTRATIONS
- --------------------------------------------------------------------------------
 
OF DEATH BENEFITS, POLICY ACCOUNT, CASH SURRENDER VALUES, AND
ACCUMULATED PREMIUMS
 
The following tables have been prepared to show how the key financial elements
of the Policy work. The tables show how death benefits, Policy Account and Cash
Surrender Values (policy benefits) could vary over an extended period of time if
the Investment Division of the Separate Account had constant hypothetical gross
annual investment returns of 0%, 6% or 12% over the years covered by each table.
The policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0%, 6% or 12% over a period of years, but went
above or below those figures in individual Policy Years. The Policy benefits
will also differ, depending on the premium allocations to each Investment
Division, if the overall actual rates of return averaged 0%, 6% or 12%, but went
above or below those figures for the individual Investment Divisions. The tables
are for preferred and standard risk male non-smokers. Planned premium payments
are assumed to be paid at the beginning of each Policy Year. The difference
between the Policy Account and the Cash Surrender Value in the first ten years
is the surrender charge. The Policy Account amounts reflect the front-end
charges.
 
The tables illustrates cost of insurance and expense charges (Policy cost
factors) at both the current rates and the maximum rates guaranteed in the
Policies. The amounts shown at the end of each Policy Year reflect a daily
charge against the Investment Divisions. This charge includes a .90% charge
against the Separate Account for mortality and expense risks; the effect on each
Division's investment experience of the charge to Funds' assets for investment
management (0.63%, an average of the 1995 actual investment management fees
charged to the various Portfolios of the Funds); and 0.15% direct Funds'
operating expenses. The effect of these adjustments is that on a 0% gross rate
of return the net rate of return would be -- 1.68%, on 6% it would be 4.32%, and
on 12% it would be 10.32%.
 
The tables assume deduction of an applicable premium tax rate based on 2.1% of
premiums and 3% of premium sales load. There are tables for both male preferred
non-smoker age 45 and male standard non-smoker age 45 and each class is
illustrated using CURRENT and GUARANTEED Policy cost factors. The current tables
assume that the monthly charge remains constant at $4.00. The guaranteed tables
assume that the monthly charge remains constant at $8.00. The tables reflect the
fact that SAFECO does not currently make any charge for federal taxes.
 
If SAFECO charged for those taxes in the future, it will take a higher rate of
return to produce after-tax returns of 0%, 6% or 12%.
 
The second column of each table shows what would happen if an amount equal to
the premiums was invested to earn interest, after taxes, of 5% compounded
annually. These tables show that if a policy is returned in its very early years
for payment of its Cash Surrender Value, that Cash Surrender Value will be low
in comparison to the amount of the premiums accumulated with interest. Thus, the
cost of holding a Policy for a relatively short time will be high.
 
INDIVIDUAL ILLUSTRATIONS. If requested, SAFECO will furnish a comparable
illustration based on the age, sex and underwriting classification of the
proposed Primary Insured, and an initial Face Amount of Insurance and planned
premiums as selected. If a Policy is purchased, SAFECO will deliver an
individualized illustration reflecting the planned premium chosen and the
Primary Insured's actual risk class.
 
                                       B-1
<PAGE>   75
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      RESULTS ASSUMING CURRENT CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
 
<TABLE>
<CAPTION>
                                   0.00%                               6.00%                              12.00%
           ACCUM      -------------------------------     -------------------------------     -------------------------------
END OF    PREMIUM                POLICY       CASH                   POLICY       CASH                   POLICY       CASH
POLICY      (5%        DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER
 YEAR      INT)       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE
<S>       <C>         <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
    1      2,100      100,000     1,379          899      100,000     1,477          997      100,000     1,575        1,095
    2      4,305      100,000     2,935        2,335      100,000     3,225        2,625      100,000     3,528        2,927
    3      6,620      100,000     4,434        3,714      100,000     5,018        4,297      100,000     5,650        4,930
    4      9,051      100,000     5,884        5,078      100,000     6,864        6,058      100,000     7,969        7,162
    5     11,604      100,000     7,292        6,485      100,000     8,773        7,967      100,000    10,511        9,704
    6     14,284      100,000     8,658        8,012      100,000    10,749       10,104      100,000    13,302       12,657
    7     17,098      100,000     9,972        9,488      100,000    12,783       12,299      100,000    16,359       15,875
    8     20,053      100,000    11,234       10,911      100,000    14,879       14,556      100,000    19,710       19,388
    9     23,156      100,000    12,443       12,281      100,000    17,039       16,877      100,000    23,389       23,228
   10     26,414      100,000    13,596       13,596      100,000    19,263       19,263      100,000    27,429       27,429
   11     29,834      100,000    14,689       14,689      100,000    21,550       21,550      100,000    31,870       31,870
   12     33,426      100,000    15,715       15,715      100,000    23,898       23,898      100,000    36,751       36,751
   13     37,197      100,000    16,668       16,668      100,000    26,307       26,307      100,000    42,125       42,125
   14     41,157      100,000    17,545       17,545      100,000    28,777       28,777      100,000    48,050       48,050
   15     45,315      100,000    18,340       18,340      100,000    31,310       31,310      100,000    54,592       54,592
   16     49,681      100,000    19,045       19,045      100,000    33,905       33,905      100,000    61,829       61,829
   17     54,265      100,000    19,659       19,659      100,000    36,569       36,569      100,000    69,857       69,857
   18     59,078      100,000    20,179       20,179      100,000    39,306       39,306      100,000    78,781       78,781
   19     64,132      100,000    20,597       20,597      100,000    42,121       42,121      109,943    88,664       88,664
   20     69,439      100,000    20,905       20,905      100,000    45,017       45,017      121,424    99,528       99,528
Age 75    139,522     100,000    11,145       11,145      100,000    84,758       84,758      335,412    319,440     319,440
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       B-2
<PAGE>   76
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                     RESULTS ASSUMING GUARANTEED CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
 
<TABLE>
<CAPTION>
                                   0.00%                               6.00%                              12.00%
           ACCUM      -------------------------------     -------------------------------     -------------------------------
END OF    PREMIUM                POLICY       CASH                   POLICY       CASH                   POLICY       CASH
POLICY      (5%        DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER
 YEAR      INT)       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE
<S>       <C>         <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
    1      2,100      100,000     1,196          715      100,000     1,288          807      100,000     1,380          900
    2      4,305      100,000     2,587        1,987      100,000     2,855        2,255      100,000     3,134        2,534
    3      6,620      100,000     3,933        3,212      100,000     4,467        3,746      100,000     5,047        4,326
    4      9,051      100,000     5,228        4,422      100,000     6,122        5,316      100,000     7,131        6,325
    5     11,604      100,000     6,475        5,668      100,000     7,823        7,016      100,000     9,407        8,600
    6     14,284      100,000     7,668        7,023      100,000     9,566        8,921      100,000    11,890       11,244
    7     17,098      100,000     8,804        8,320      100,000    11,352       10,868      100,000    14,600       14,116
    8     20,053      100,000     9,880        9,557      100,000    13,177       12,855      100,000    17,560       17,237
    9     23,156      100,000    10,890       10,728      100,000    15,039       14,878      100,000    20,792       20,631
   10     26,414      100,000    11,828       11,828      100,000    16,934       16,934      100,000    24,326       24,326
   11     29,834      100,000    12,690       12,690      100,000    18,862       18,862      100,000    28,194       28,194
   12     33,426      100,000    13,473       13,473      100,000    20,821       20,821      100,000    32,435       32,435
   13     37,197      100,000    14,174       14,174      100,000    22,811       22,811      100,000    37,095       37,095
   14     41,157      100,000    14,786       14,786      100,000    24,833       24,833      100,000    42,224       42,224
   15     45,315      100,000    15,300       15,300      100,000    26,879       26,879      100,000    47,881       47,881
   16     49,681      100,000    15,708       15,708      100,000    28,949       28,949      100,000    54,134       54,134
   17     54,265      100,000    15,998       15,998      100,000    31,037       31,037      100,000    61,062       61,062
   18     59,078      100,000    16,155       16,155      100,000    33,137       33,137      100,000    68,760       68,760
   19     64,132      100,000    16,159       16,159      100,000    35,241       35,241      100,000    77,341       77,341
   20     69,439      100,000    15,996       15,996      100,000    37,345       37,345      106,030    86,910       86,910
Age 75    139,522                                         100,000    59,127       59,127      293,263    279,298     279,298
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       B-3
<PAGE>   77
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                      MALE
                              STANDARD NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      RESULTS ASSUMING CURRENT CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
 
<TABLE>
<CAPTION>
                                   0.00%                               6.00%                              12.00%
           ACCUM      -------------------------------     -------------------------------     -------------------------------
END OF    PREMIUM                POLICY       CASH                   POLICY       CASH                   POLICY       CASH
POLICY      (5%        DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER
 YEAR      INT)       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE
<S>       <C>         <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
    1      2,100      100,000     1,324          844      100,000     1,421          940      100,000     1,517        1,037
    2      4,305      100,000     2,828        2,227      100,000     3,111        2,510      100,000     3,406        2,806
    3      6,620      100,000     4,275        3,555      100,000     4,843        4,123      100,000     5,460        4,739
    4      9,051      100,000     5,675        4,869      100,000     6,628        5,822      100,000     7,703        6,897
    5     11,604      100,000     7,034        6,227      100,000     8,474        7,667      100,000    10,164        9,357
    6     14,284      100,000     8,352        7,707      100,000    10,384        9,739      100,000    12,866       12,221
    7     17,098      100,000     9,620        9,136      100,000    12,350       11,867      100,000    15,825       15,342
    8     20,053      100,000    10,837       10,514      100,000    14,376       14,054      100,000    19,071       18,748
    9     23,156      100,000    12,002       11,841      100,000    16,464       16,302      100,000    22,634       22,472
   10     26,414      100,000    13,112       13,112      100,000    18,612       18,612      100,000    26,547       26,547
   11     29,834      100,000    14,163       14,163      100,000    20,821       20,821      100,000    30,849       30,849
   12     33,426      100,000    15,140       15,140      100,000    23,082       23,082      100,000    35,573       35,573
   13     37,197      100,000    16,039       16,039      100,000    25,394       25,394      100,000    40,769       40,769
   14     41,157      100,000    16,857       16,857      100,000    27,759       27,759      100,000    46,495       46,495
   15     45,315      100,000    17,587       17,587      100,000    30,176       30,176      100,000    52,815       52,815
   16     49,681      100,000    18,221       18,221      100,000    32,645       32,645      100,000    59,807       59,807
   17     54,265      100,000    18,759       18,759      100,000    35,171       35,171      100,000    67,562       67,562
   18     59,078      100,000    19,196       19,196      100,000    37,759       37,759      100,000    76,186       76,186
   19     64,132      100,000    19,524       19,524      100,000    40,412       40,412      106,361    85,775       85,775
   20     69,439      100,000    19,736       19,736      100,000    43,135       43,135      117,516    96,325       96,325
Age 75    39,522      100,000     8,243        8,243      100,000    79,541       79,541      325,190    309,705     309,705
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       B-4
<PAGE>   78
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                                      MALE
                              STANDARD NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                     RESULTS ASSUMING GUARANTEED CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
 
<TABLE>
<CAPTION>
                                   0.00%                               6.00%                              12.00%
           ACCUM      -------------------------------     -------------------------------     -------------------------------
END OF    PREMIUM                POLICY       CASH                   POLICY       CASH                   POLICY       CASH
POLICY      (5%        DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER      DEATH     ACCOUNT    SURRENDER
 YEAR      INT)       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE       BENEFIT     VALUE       VALUE
<S>       <C>         <C>        <C>        <C>           <C>        <C>        <C>           <C>        <C>        <C>
    1      2,100      100,000     1,196          715      100,000     1,288          807      100,000     1,380          900
    2      4,305      100,000     2,587        1,987      100,000     2,855        2,255      100,000     3,134        2,534
    3      6,620      100,000     3,933        3,212      100,000     4,467        3,746      100,000     5,047        4,326
    4      9,051      100,000     5,228        4,422      100,000     6,122        5,316      100,000     7,131        6,325
    5     11,604      100,000     6,475        5,668      100,000     7,823        7,016      100,000     9,407        8,600
    6     14,284      100,000     7,668        7,023      100,000     9,566        8,921      100,000    11,890       11,244
    7     17,098      100,000     8,804        8,320      100,000    11,352       10,868      100,000    14,600       14,116
    8     20,053      100,000     9,880        9,557      100,000    13,177       12,855      100,000    17,560       17,237
    9     23,156      100,000    10,890       10,728      100,000    15,039       14,878      100,000    20,792       20,631
   10     26,414      100,000    11,828       11,828      100,000    16,934       16,934      100,000    24,326       24,326
   11     29,834      100,000    12,690       12,690      100,000    18,862       18,862      100,000    28,194       28,194
   12     33,426      100,000    13,473       13,473      100,000    20,821       20,821      100,000    32,435       32,435
   13     37,197      100,000    14,174       14,174      100,000    22,811       22,811      100,000    37,095       37,095
   14     41,157      100,000    14,786       14,786      100,000    24,833       24,833      100,000    42,224       42,224
   15     45,315      100,000    15,300       15,300      100,000    26,879       26,879      100,000    47,881       47,881
   16     49,681      100,000    15,708       15,708      100,000    28,949       28,949      100,000    54,134       54,134
   17     54,265      100,000    15,998       15,998      100,000    31,037       31,037      100,000    61,062       61,062
   18     59,078      100,000    16,155       16,155      100,000    33,137       33,137      100,000    68,760       68,760
   19     64,132      100,000    16,159       16,159      100,000    35,241       35,241      100,000    77,341       77,341
   20     69,439      100,000    15,996       15,996      100,000    37,345       37,345      106,030    86,910       86,910
Age 75    139,522                                         100,000    59,127       59,127      293,263    279,298     279,298
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       B-5
<PAGE>   79
 
ILLUSTRATIONS
- --------------------------------------------------------------------------------
 
OF VARIATION IN DEATH BENEFIT, POLICY ACCOUNT AND CASH SURRENDER VALUES IN
RELATION TO THE FUNDS' INVESTMENT EXPERIENCE
 
In order to demonstrate how actual investment experience of the Funds affected
the Death Benefits, Policy Account and Cash Surrender Values (policy benefits)
of a Policy, the following hypothetical illustrations were developed and are
based upon the actual experience of the Portfolios of the Funds. These
illustrations assume that the Separate Account acquired an interest in the
Portfolios at their inception.
 
These tables illustrate cost of insurance and expense charges (Policy cost
factors) at both the current rates and the maximum rates guaranteed in the
Policies. The amounts shown at the end of each Policy Year reflect a daily
charge against the Investment Divisions. This charge includes a .90% charge
against the Separate Account for mortality and expense risks, the effect on each
Division's actual investment experience of the investment management fees and
direct operating expenses. These tables also assume deduction of a premium tax
rate based on 2.1% of premiums and 3% of premium sales load. The tables are for
preferred risk male non-smoker age 45. Planned premium payments are assumed to
be paid at the beginning of each Policy Year.
 
                                       C-1
<PAGE>   80
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP MONEY MARKET DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1983            100,000         1,542            1,061      100,000         1,349              868
     1984            100,000         3,464            2,864      100,000         3,075            2,475
     1985            100,000         5,418            4,698      100,000         4,834            4,114
     1986            100,000         7,389            6,582      100,000         6,603            5,797
     1987            100,000         9,434            8,627      100,000         8,427            7,621
     1988            100,000        11,682           11,037      100,000        10,418            9,773
     1989            100,000        14,283           13,799      100,000        12,715           12,231
     1990            100,000        16,902           16,579      100,000        15,012           14,689
     1991            100,000        19,321           19,159      100,000        17,110           16,949
     1992            100,000        21,379           21,379      100,000        18,865           18,865
     1993            100,000        23,311           23,311      100,000        20,486           20,486
     1994            100,000        25,505           25,505      100,000        22,316           22,316
     1995            100,000        28,172           28,172      100,000        24,542           24,542
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP HIGH INCOME DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1986            100,000         1,682            1,201      100,000         1,480            1,000
     1987            100,000         3,302            2,702      100,000         2,931            2,331
     1988            100,000         5,421            4,701      100,000         4,841            4,120
     1989            100,000         6,616            5,809      100,000         5,906            5,099
     1990            100,000         7,893            7,086      100,000         7,035            6,228
     1991            100,000        12,697           12,052      100,000        11,327           10,682
     1992            100,000        17,412           16,928      100,000        15,525           15,041
     1993            100,000        22,634           22,312      100,000        20,161           19,838
     1994            100,000        23,519           23,358      100,000        20,899           20,737
     1995            100,000        29,972           29,972      100,000        26,585           26,585
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-2
<PAGE>   81
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     FIDELITY'S VIP EQUITY-INCOME DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1987            100,000         1,373              893      100,000         1,190              710
     1988            100,000         3,663            3,063      100,000         3,252            2,652
     1989            100,000         6,130            5,410      100,000         5,478            4,757
     1990            100,000         6,418            5,612      100,000         5,723            4,916
     1991            100,000        10,442            9,635      100,000         9,334            8,528
     1992            100,000        13,915           13,270      100,000        12,431           11,786
     1993            100,000        18,144           17,660      100,000        16,195           15,711
     1994            100,000        20,864           20,541      100,000        18,591           18,268
     1995            100,000        30,062           29,901      100,000        26,767           26,605
</TABLE>
 
- --------------------------------------------------------------------------------
 
                         FIDELITY'S VIP GROWTH DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1987            100,000         1,452              971      100,000         1,264              783
     1988            100,000         3,530            2,930      100,000         3,133            2,533
     1989            100,000         6,723            6,002      100,000         6,018            5,298
     1990            100,000         7,217            6,410      100,000         6,450            5,643
     1991            100,000        12,747           11,940      100,000        11,428           10,622
     1992            100,000        15,503           14,858      100,000        13,883           13,238
     1993            100,000        20,201           19,717      100,000        18,077           17,593
     1994            100,000        21,503           21,180      100,000        19,203           18,880
     1995            100,000        30,986           30,825      100,000        27,650           27,489
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-3
<PAGE>   82
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                        FIDELITY'S VIP OVERSEAS DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1988            100,000         1,525            1,044      100,000         1,333              852
     1989            100,000         3,965            3,365      100,000         3,533            2,933
     1990            100,000         5,399            4,679      100,000         4,820            4,100
     1991            100,000         7,462            6,655      100,000         6,672            5,866
     1992            100,000         7,936            7,129      100,000         7,077            6,270
     1993            100,000        12,974           12,329      100,000        11,581           10,936
     1994            100,000        14,600           14,116      100,000        13,004           12,520
     1995            100,000        17,510           17,188      100,000        15,563           15,240
</TABLE>
 
- --------------------------------------------------------------------------------
 
                FIDELITY'S VIP II INVESTMENT GRADE BOND DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1989            100,000         1,560            1,079      100,000         1,365              885
     1990            100,000         3,344            2,744      100,000         2,966            2,366
     1991            100,000         5,709            4,989      100,000         5,099            4,379
     1992            100,000         7,695            6,888      100,000         6,881            6,075
     1993            100,000        10,183            9,377      100,000         9,107            8,301
     1994            100,000        11,156           10,511      100,000         9,950            9,304
     1995            100,000        14,767           14,283      100,000        13,154           12,670
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-4
<PAGE>   83
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                    FIDELITY'S VIP II ASSET MANAGER DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1990            100,000         1,502            1,021      100,000         1,311              831
     1991            100,000         3,815            3,215      100,000         3,395            2,795
     1992            100,000         5,995            5,275      100,000         5,360            4,640
     1993            100,000         9,124            8,318      100,000         8,181            7,374
     1994            100,000         9,912            9,106      100,000         8,870            8,064
     1995            100,000        13,307           12,662      100,000        11,898           11,252
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP II INDEX 500 DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1993            100,000         1,551            1,071      100,000         1,357              877
     1994            100,000         3,165            2,565      100,000         2,802            2,202
     1995            100,000         6,523            5,803      100,000         5,838            5,117
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-5
<PAGE>   84
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                FIDELITY'S VIP II ASSET MANAGER: GROWTH DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1995            100,000         1,771            1,291      100,000         1,565            1,085
</TABLE>
 
- --------------------------------------------------------------------------------
 
                     FIDELITY'S VIP II CONTRAFUND DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1995            100,000         2,044            1,564      100,000         1,823            1,342
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-6
<PAGE>   85
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      LEXINGTON NATURAL RESOURCES DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1992            100,000         1,444              964      100,000         1,257              777
     1993            100,000         3,373            2,772      100,000         2,989            2,388
     1994            100,000         4,631            3,910      100,000         4,115            3,395
     1995            100,000         7,200            6,393      100,000         6,425            5,618
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      LEXINGTON EMERGING MARKETS DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1995            100,000         1,328              847      100,000         1,147              667
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-7
<PAGE>   86
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                            SAFECO RST BOND DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1988            100,000         1,507            1,026      100,000         1,316              835
     1989            100,000         3,454            2,854      100,000         3,065            2,465
     1990            100,000         5,327            4,607      100,000         4,751            4,030
     1991            100,000         7,806            7,000      100,000         6,980            6,173
     1992            100,000         9,912            9,105      100,000         8,860            8,053
     1993            100,000        12,561           11,916      100,000        11,213           10,567
     1994            100,000        13,518           13,034      100,000        12,034           11,550
     1995            100,000        17,575           17,253      100,000        15,618           15,296
</TABLE>
 
- --------------------------------------------------------------------------------
 
                           SAFECO RST EQUITY DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1988            100,000         1,818            1,338      100,000         1,609            1,129
     1989            100,000         4,364            3,764      100,000         3,909            3,309
     1990            100,000         5,573            4,853      100,000         4,991            4,271
     1991            100,000         9,026            8,219      100,000         8,108            7,302
     1992            100,000        11,341           10,535      100,000        10,181            9,375
     1993            100,000        16,405           15,759      100,000        14,723           14,078
     1994            100,000        19,382           18,898      100,000        17,371           16,887
     1995            100,000        26,737           26,415      100,000        23,946           23,624
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-8
<PAGE>   87
 
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>          <C>                         <C>
Initial Face Amount:           $ 100,000    Annual Planned Premium(1):  $ 2,000.00
Death Benefit Option:                  A    Issue Age:                          45
Death Benefits Payable to Age:        95    Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                           SAFECO RST GROWTH DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1994            100,000         1,587            1,107      100,000         1,391              911
     1995            100,000         4,536            3,936      100,000         4,059            3,458
</TABLE>
 
- --------------------------------------------------------------------------------
 
                         SAFECO RST NORTHWEST DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                 BASED UPON GUARANTEED CHARGES
                     ---------------------------------------     ---------------------------------------
   POLICY                           POLICY           CASH                       POLICY           CASH
  YEAR END            DEATH         ACCOUNT        SURRENDER      DEATH         ACCOUNT        SURRENDER
DECEMBER 31ST        BENEFIT         VALUE           VALUE       BENEFIT         VALUE           VALUE
<S>                  <C>            <C>            <C>           <C>            <C>            <C>
     1994            100,000         1,451              971      100,000         1,264              783
     1995            100,000         3,269            2,669      100,000         2,894            2,294
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                       C-9
<PAGE>   88
 
RATES OF RETURN
 
The previous VIP and VIP II Division tables are based on the investment
performance, after actual expenses, of the corresponding VIP and VIP II
Portfolios. The average annual total return used in calculating the death
benefit, policy account value and cash surrender value for the respective
Portfolios are listed below. These annual total returns do not account for
insurance and administrative charges, or the mortality and expense risk charge
of 0.90%; and, they are not an estimate or a guarantee of future investment
performance.
 
      CALENDAR YEAR AVERAGE ANNUAL TOTAL RETURN (%) FOR THE VIP PORTFOLIOS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                        VIP               VIP               VIP
                       MONEY             HIGH             EQUITY-             VIP               VIP
      YEAR            MARKET            INCOME            INCOME            GROWTH           OVERSEAS
<S>              <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------
      1983              9.16
- ----------------------------------------------------------------------------------------------------------
      1984             10.43
- ----------------------------------------------------------------------------------------------------------
      1985              8.11
- ----------------------------------------------------------------------------------------------------------
      1986              6.70             17.68
- ----------------------------------------------------------------------------------------------------------
      1987              6.44              1.22              -1.13              3.66
- ----------------------------------------------------------------------------------------------------------
      1988              7.39             11.64              22.71             15.58              8.13
- ----------------------------------------------------------------------------------------------------------
      1989              9.12             -4.17              17.34             31.51             26.28
- ----------------------------------------------------------------------------------------------------------
      1990              8.04             -2.23             -15.29            -11.73             -1.67
- ----------------------------------------------------------------------------------------------------------
      1991              6.09             35.08              31.44             45.51              8.00
- ----------------------------------------------------------------------------------------------------------
      1992              3.90             23.17              16.89              9.32            -10.72
- ----------------------------------------------------------------------------------------------------------
      1993              3.23             20.40              18.29             19.37             37.35
- ----------------------------------------------------------------------------------------------------------
      1994              4.25             -1.64               7.07             -0.02              1.72
- ----------------------------------------------------------------------------------------------------------
      1995              5.87             20.72              35.09             35.36              9.68
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
    CALENDAR YEAR AVERAGE ANNUAL TOTAL RETURN (%) FOR THE VIP II PORTFOLIOS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                      VIP II            VIP II            VIP II            VIP II            VIP II
                    INVESTMENT           ASSET             INDEX          ASSET MGR:          CONTRA-
      YEAR          GRADE BOND          MANAGER             500             GROWTH             FUND
<S>              <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------
      1989             10.26
- ----------------------------------------------------------------------------------------------------------
      1990              6.21              6.72
- ----------------------------------------------------------------------------------------------------------
      1991             16.38             22.56
- ----------------------------------------------------------------------------------------------------------
      1992              6.65             11.71
- ----------------------------------------------------------------------------------------------------------
      1993             10.96             21.23              9.74
- ----------------------------------------------------------------------------------------------------------
      1994             -3.76             -6.09              1.04
- ----------------------------------------------------------------------------------------------------------
      1995             17.32             16.96             37.19             23.13             39.62
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
                                      C-10
<PAGE>   89
 
The previous Lexington Natural Resources Trust and Lexington Emerging Markets
Fund ("Lexington") Division tables are based on the investment performance,
after actual expenses, of the corresponding Lexington Portfolios. The average
annual total return used in calculating the death benefit, policy account value
and cash surrender value for the respective Portfolios are listed below. These
annual total returns do not account for insurance and administrative charges, or
the mortality and expense risk charge of 0.90%; and, they are not an estimate or
a guarantee of future investment performance.
 
   CALENDAR YEAR AVERAGE ANNUAL TOTAL RETURN (%) FOR THE LEXINGTON PORTFOLIOS
        ---------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             LEXINGTON         LEXINGTON
                                              NATURAL          EMERGING
                              YEAR           RESOURCES          MARKETS
                        <S>              <C>               <C>
                        ----------------------------------------------------
                              1992              3.22
                        ----------------------------------------------------
                              1993             10.90
                        ----------------------------------------------------
                              1994             -5.38
                        ----------------------------------------------------
                              1995             16.87             -3.93
                        ----------------------------------------------------
</TABLE>
 
The previous SAFECO RST Division tables are based on the investment performance,
after actual expenses, of the corresponding SAFECO RST Portfolios. The average
annual total return used in calculating the death benefit, policy account value
and cash surrender value for the respective Portfolios are listed below. These
annual total returns do not account for insurance and administrative charges, or
the mortality and expense risk charge of 0.90%; and, they are not an estimate or
a guarantee of future investment performance.
 
  CALENDAR YEAR AVERAGE ANNUAL TOTAL RETURN (%) FOR THE SAFECO RST PORTFOLIOS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                              SAFECO             SAFECO                                SAFECO
                               RST                RST             SAFECO RST            RST
             YEAR              BOND              EQUITY             GROWTH           NORTHWEST
      <S>               <C>                <C>                <C>                <C>
      ---------------------------------------------------------------------------------------------
             1988               7.03              25.98
      ---------------------------------------------------------------------------------------------
             1989              11.30              27.11
      ---------------------------------------------------------------------------------------------
             1990               6.57              -5.21
      ---------------------------------------------------------------------------------------------
             1991              13.98              26.85
      ---------------------------------------------------------------------------------------------
             1992               6.82               8.06
      ---------------------------------------------------------------------------------------------
             1993              10.55              27.92
      ---------------------------------------------------------------------------------------------
             1994              -2.93               8.94              11.92              3.65
      ---------------------------------------------------------------------------------------------
             1995              17.87              28.63              41.00              7.42
      ---------------------------------------------------------------------------------------------
</TABLE>
 
                                      C-11
<PAGE>   90
 
STANDARD AND POOR'S 500
- --------------------------------------------------------------------------------
 
The Standard and Poor's (S&P 500) is a weighted index of 500 widely held stocks:
400 Industrials, 40 Financial Company Stocks, 40 Public Utilities, and 20
Transportation stocks, most of which are traded on the New York Stock Exchange.
The S&P 500 is generally regarded as an accurate composite of the overall stock
market.


[Graph appears here showing growth of 500 indexed stocks from 1981 through 1995]


 
ILLUSTRATION OF POLICY VALUES-
VARIABLE UNIVERSAL LIFE
 
Policy accumulation values are calculated assuming the Standard and Poor's 500
Index annual rates of return on a $100,000 policy, death benefit option A, which
was purchased in 1981 by a 45 year old, male, preferred non-smoker. The current
schedule of cost of insurance rates were used.
 
<TABLE>
<CAPTION>
                   S&P 500       POLICY         CASH
                    ANNUAL       ACCOUNT      SURRENDER       DEATH
         YEAR       RETURN        VALUE         VALUE        BENEFIT
         ----      --------      -------      ---------      -------
         <S>       <C>           <C>          <C>            <C>
         1981        -4.91%       1,312            831       100,000
         1982        21.58%       3,553          2,953       100,000
         1983        22.43%       6,272          5,551       100,000
         1984         6.10%       8,247          7,440       100,000
         1985        31.57%      12,850         12,043       100,000
         1986        18.21%      16,912         16,266       100,000
         1987         5.17%      19,229         18,745       100,000
         1988        16.50%      23,998         23,675       100,000
         1989        31.43%      33,345         33,184       100,000
         1990        -3.19%      33,412         33,412       100,000
         1991        30.55%      45,310         45,310       100,000
         1992         7.68%      50,008         50,008       100,000
         1993        10.00%      56,225         56,225       100,000
         1994         1.32%      57,976         57,976       100,000
         1995        37.51%      81,389         81,389       109,062
</TABLE>
 
1) Assumes an annual $2000 premium is paid at the beginning of each policy year.
   Values would be different if premiums are paid with a different frequency or
in different amounts.
 
2) Assumes that no policy loan has been made. Excessive loans or withdrawals may
   cause this policy to lapse because of insufficient cash value.
 
THE STANDARD AND POOR'S INDEX RATES SHOWN ABOVE FOR THE LAST 15 YEARS IS A
DEMONSTRATION OF A WEIGHTED AVERAGE OF 500 WIDELY HELD STOCKS. IT SHOULD NOT BE
DEEMED A REPRESENTATION OF FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
MADE BY THE OWNER, THE SIZE OF THE POLICY, ACTUAL PREMIUMS PAID, AND COST OF
INSURANCE. THE INFORMATION IN THE CHART IS NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE.
 
                                       D-1
<PAGE>   91
 
LONG TERM MARKET TRENDS
- --------------------------------------------------------------------------------
 
The information below covering the period of 1926-1995 an examination of the
basic relationship between risk and return among the different asset classes,
and between nominal and real (inflation-adjusted) returns. The information is
provided because the policyowners have varied investment portfolios available
which have different investment objectives and policies. The chart generally
demonstrates how different classes of investments have performed during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have experienced in the past and may
experience in the future. This is a historical record and is not intended as a
projection of future performance.
 
The graph depicts the growth of a dollar invested in large company stocks, small
company stocks, long-term government bonds, Treasury bills, and a hypothetical
asset returning the inflation rate over the period from the end of 1925 to the
end of 1995. All results assume reinvestment of dividends on stocks or coupons
on bonds and no taxes. Transaction costs are not included, except in the small
company stock index starting in 1982. Charges associated with a variable
insurance policy are not reflected in the chart.
 
Each of the cumulative index values is initiated at $1.00 at year-end 1925. The
graph illustrates that large company stocks and small company stocks gained the
most over the entire period. This growth, however, was earned by taking
substantial risk. In contrast, long-term government bonds (with approximately
20-year maturity), which exposed the holder to less risk, grew less.
 
The lowest risk strategy over the entire period was to buy U.S. Treasury bills.
Since Treasury bills tended to track inflation, the resulting real
(inflation-adjusted) returns were near zero for the entire 1926-1995 period.

[Graph appears here showing the growth of a dollar invested in large company
stocks, long-term government bonds, Treasury bills, and a hypothetical asset
returning the inflation rate over the period from the end of 1925 to the end of
1995.]

 
Year End 1925 = $1.00
Source: Stocks, Bonds, Bills and Inflation 1996 Yearbook(TM)
Ibbotson Associates, Chicago (annually updates work by
Roger G. Ibbotson and Rex A. Sinquefield). Used with permission.
All rights reserved.
 
                                       E-1
<PAGE>   92
PART II


                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15 (d) of the Securities Exchange
Act of 1934. The undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission theretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                                 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 or 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 if 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 Policies 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.
<PAGE>   93
                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises:

I.  The following papers and documents:

      The facing sheet.
      The Prospectus consisting of __ pages. 
      The undertaking to file reports.
      The signatures.
      Written consents of the following persons:
      (1)    Ernst & Young LLP, Independent Auditors
      (2)    James Mankin, Actuary

II. The following exhibits:

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----       
<S>                                                                        <C>
A.   Copies of all exhibits required by paragraph A of                     
     instructions for Exhibits in Form N-8B-2.                             

      (1)    Resolution of Board of Directors of the Company                  *
             authorizing the Separate Account

      (2)    None

      (3)    (a)     Principal Underwriter's Agreement
             (b)     Agents' Agreement - Revised as of 5/90                 ***
             (c)     Broker-Dealer Selling Agreement                          #

      (4)    None

      (5)    Individual Flexible Premium Variable Life
             Insurance Policy                                                **

      (6)    (a)     Articles of Incorporation of the Company               ***
                     Revised as of 11/90
             (b)     Bylaws of the Company                                  ###
                     Revised as of 11/91

      (7)    Not Applicable

      (8)    Not Applicable

      (9)    (a)     Reinsurance Agreement                                    #
             (b)     Servicing Agreement                                      #
             (c)     Sales Agreement                                          #
             (d)     Form of Participation Agreement (Fidelity)              ##
                     Form of Sub-Licensing Agreement                         ##
             (e)     Participation Agreement by and among SAFECO           ****
                     Life Insurance Company, Lexington Natural Resources   
                     Trust, and Lexington Management Corporation             
     (10)    (a)     Application Form (revised 4/91)
             (b)     Part IV of Application Form (revised 4/93)


     (12)    Memorandum on Exchange Right                                     *

</TABLE>
<PAGE>   94
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                   <C>
      (13)    Power Of Attorney                                             ####

      99.C1   Consent of Independent Auditors
      99.2    Opinion and Consent of Counsel (SAFECO Life Ins. Co.)
      99.C6   Consent of Actuary (James Mankin)

*       Incorporated by reference to Registrant's Form N-8B-2
**      Incorporated by reference to Registrant's Pre-Effective
        Amendment No. 1
***     Incorporated by reference to Registrant's Post-Effective
        Amendment No. 5 filed with the SEC April 22, 1991
****    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 Registrant's Post-Effective       Amendment No. 1
        (filed confidentially)
##      Incorporated by reference to Registrant's Post-Effective
        Amendment No. 6 filed with the SEC on July 31, 1991
###     Incorporated by reference to Registrant's Post-Effective       Amendment No. 8
        filed with the SEC on April 17, 1992
####    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)
</TABLE>
<PAGE>   95
                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
486(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf thereto duly authorized, in the City of
Seattle and State of Washington on the 29th day of April, 1996.


                                  SAFECO Separate Account SL



                                  By:  SAFECO Life Insurance Company
                                       -----------------------------
                                       (Depositor)


                                  By:  /s/  Richard E. Zunker
                                       -----------------------------
                                       Richard E. Zunker, President

ATTEST:  /s/  Rod Pierson
       -----------------------
         Rod Pierson, Secretary


Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment No. 13 to the Registration Statement on Form S-6 has been signed by
the following persons in the capacities and on the dates indicated. Those
signatures with an asterisk indicate the signature was supplied by a duly
appointed attorney-in-fact under a valid Power of Attorney.

<TABLE>
<CAPTION>
Name                         Title                               Title Date
- ----                         -----                               ----------
<S>                          <C>                                 <C>
Donald S. Chapman*           Director                            ---------------
- ----------------------
Donald S. Chapman


/s/  Boh A. Dickey
- ----------------------       Director and Executive              ---------------
Boh A. Dickey                Vice President



R.H. Eigsti*                 Director and Chairman               ---------------
- ----------------------
R.H. Eigsti
</TABLE>
<PAGE>   96
                             SIGNATURES (continued)

<TABLE>
<S>                          <C>                                 <C>



James T. Flynn*              Vice President and                  ---------------
- ----------------------       Controller (Principal
James T. Flynn               Accounting Officer)
                             



Dan D. McLean*               Director                            ---------------
- ----------------------
Dan D. McLean



Rod Pierson*                 Director, Senior Vice               ---------------
- ----------------------       President and Secretary
Rod Pierson                  



James W. Ruddy*              Director                            ---------------
- ----------------------
James W. Ruddy



Robert Swegle*               Director                            --------------
- ----------------------
Robert Swegle


/s/  Richard E. Zunker
- ----------------------       Director and President              --------------       
Richard E. Zunker            (Principal Executive
                             Officer)



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


                             *By /s/  Richard E. Zunker
                                 ------------------------
                                 Richard E. Zunker
                                 Attorney-in-Fact
</TABLE>
<PAGE>   97
                                   EXHIBITS TO

                         POST-EFFECTIVE AMENDMENT NO. 13

                                       TO

                                    FORM S-6

                                       FOR

                               SEPARATE ACCOUNT SL
<PAGE>   98
                                    Exhibits

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
99.C1   Consent of Independent Auditors

99.2    Opinion and Consent of Counsel

99.C6   Consent of Actuary
</TABLE>

<PAGE>   1
                                 EXHIBIT 99.C1

                         CONSENT OF INDEPENDENT AUDITORS
<PAGE>   2
CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Experts" and to the
use of our reports on the financial statements of SAFECO Separate Account SL,
dated February 9, 1996, and on the consolidated financial statements of SAFECO
Life Insurance Company and Subsidiaries, dated February 9, 1996, in
Post-Effective Amendment No. 13 to the Registration Statement (Form S-6, No.
33-10248) and related Prospectus of SAFECO Separate Account SL dated April 30,
1996.


                                                      /s/ ERNST & YOUNG LLP
Seattle, Washington
April 25, 1996

<PAGE>   1
                                  EXHIBIT 99.2

                         OPINION AND CONSENT OF COUNSEL
<PAGE>   2
April 29, 1996


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

Gentlemen:

I have acted as counsel in connection with the filing with the Securities and
Exchange Commission of Post-Effective Amendment No. 13 to a Registration
Statement on Form S-6 for the Individual Flexible Premium Life Insurance Policy
(the "Policy") to be issued by SAFECO Life Insurance Company and its separate
account, Separate Account SL.

I have made such examination of the law and have examined such records and
documents as in my opinion are necessary or appropriate to enable me to render
the following opinion:

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

2.   Separate Account SL is a separate investment account of SAFECO Life
     Insurance Company created and validly existing pursuant to the insurance
     laws and regulations of the state of Washington.

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

4.   Upon the acceptance of Premium Payments made by a Policyowner pursuant to a
     Policy issued in accordance with the prospectus contained in the
     Registration Statement and upon compliance with acceptable law, such a
     Policyowner will have legally-issued, fully paid, non-assessable
     contractual interest under such Policy.

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

Very truly yours,

William E. Crawford
Counsel

<PAGE>   1
                                  EXHIBIT 99.C6

                               CONSENT OF ACTUARY
<PAGE>   2
April 16, 1996



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


The "Illustrations of Death Benefits, Policy Account, Cash Surrender Values and
Accumulated Premiums" ("Hypothetical Illustrations") and the "Illustrations of
Variation in Death Benefit, Policy Account and Cash Surrender Values in Relation
to the Funds' Investment Experience" ("Illustrations") contained in
Post-Effective Amendment No. 13 to the Registration Statement on Form S-6 of
Separate Account SL, which issues flexible premium variable life insurance
policies, have been prepared in accordance with standard actuarial principles.
Both the Hypothetical Illustrations and Illustrations reflect the operation of
the Policy by taking into account all charges under the Policy and in the
underlying Fund. The Hypothetical Illustrations are shown for males in two
underwriting classifications. The Illustrations are shown for a male preferred
non-smoker.

I hereby consent to the inclusion and use of the Hypothetical Illustrations and
Illustrations in Post-Effective Amendment No. 13.

Sincerely,



James A. Mankin, F.S.A., M.A.A.A.
Actuary
<PAGE>   3
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 of America, 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, and SAFECO Insurance Company of Illinois, an Illinois corporation.
SAFECO Corporation owns 20% of Agena, Inc., a Washington corporation. SAFECO
Insurance Company of America owns 100% of SAFECO Management Corp., a New York
corporation, and SAFECO Surplus Lines Insurance Company, a Washington
corporation. SAFECO Life Insurance Company owns 100% of SAFECO National Life
Insurance Company, a Washington corporation, and First SAFECO National Life
Insurance Company of New York, a New York 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 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: RIA Development, Inc., SAFECARE Company, Inc. and
Winmar Company, Inc. SAFECARE Company, Inc. owns 100% of the following, each a
Washington corporation: S.C. Bellevue, Inc., S.C. Everett, Inc., S.C.
Marysville, Inc., S.C. Simi Valley, Inc. and S.C. Vancouver, Inc. SAFECARE
Company, Inc. owns 50% of Lifeguard Ventures, Inc., a California corporation.
S.C. Simi Valley, Inc. owns 100% of Simi Valley Hospital, Inc., a Washington
corporation. Winmar Company, Inc. owns 50% of C-W Properties, Inc., a Washington
corporation. Winmar Company, Inc. owns 100% of the following: Barton Street
Corp., 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 corporation, Winmar of Wisconsin, Inc., a Wisconsin
corporation, and Winmar of
<PAGE>   4
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.

No person is directly or indirectly controlled by Registrant.



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