<PAGE>
FIRST PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT B
PROSPECTUS
FOR THE
VANGUARD VARIABLE ANNUITY PLAN CONTRACT
OFFERED BY
FIRST PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
(A NEW YORK STOCK COMPANY)
APRIL 28, 1995; REVISED JULY 1, 1995
The Vanguard Variable Annuity Plan Contract (the "Contract"), offered through
First Providian Life & Health Insurance Company (the "Company"), provides a
vehicle for investing on a tax-deferred basis in seven Portfolios offered by
The Vanguard Group, Inc. The Contract is intended for retirement savings or
other long-term investment purposes.
The minimum Initial Purchase Payment for the Contract is $5,000; there are no
sales loads. The Contract is a flexible-premium deferred variable annuity that
provides a Free Look Period for a minimum of 10 days (20 days for replacement),
during which you may cancel your investment in the Contract.
Your Purchase Payments for the Contract may be allocated among seven
Subaccounts of First Providian Life & Health Insurance Company Separate Account
B (the "Separate Account"). Assets of each Subaccount are invested in
corresponding Portfolios of Vanguard Variable Insurance Fund, Inc. (the
"Fund"), an open-end, diversified investment company offered by The Vanguard
Group, Inc. The Fund currently offers seven Portfolios: the Money Market
Portfolio, the High-Grade Bond Portfolio, the Balanced Portfolio, the Equity
Index Portfolio, the Equity Income Portfolio, the Growth Portfolio and the
International Portfolio. Net Purchase Payments are automatically allocated to
the Money Market Portfolio until the end of your Free Look Period, and are
subsequently allocated according to your instructions.
The Contract's Accumulated Value varies with the investment performance of
the Portfolios you select. You bear all investment risk and investment results
for the Portfolios are not guaranteed.
The Contract offers a number of ways of withdrawing monies at a future date,
including a lump-sum payment and several Annuity Payment Options. Full or
partial withdrawals from the Contract may be made at any time before the
Annuity Date, although in many instances withdrawals made prior to age 59 1/2
are subject to a 10% penalty tax (and a portion may be subject to ordinary
income taxes). If you elect an Annuity Payment Option, Annuity Payments may be
received on a fixed or variable basis. You also have significant flexibility in
choosing the Annuity Date on which Annuity Payments begin.
This Prospectus sets forth the information you should know before investing
in the Contract; it must be accompanied by the current Prospectus for the
Vanguard Variable Insurance Fund. Please read both Prospectuses carefully and
retain them for future reference. A Statement of Additional Information for the
Contract Prospectus, which has the same date as this Prospectus, has also been
filed with the Securities and Exchange Commission, is incorporated herein by
reference and is available free by writing to Vanguard Variable Annuity Plan,
P.O. Box 2600, Valley Forge, PA 19482. The Table of Contents of the Statement
of Additional Information is included at the end of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
1
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
HIGHLIGHTS........... 3
Fee Table............ 6
Glossary............. 8
Condensed Financial
Information......... 11
Financial Statements. 11
Yield and Total
Return.............. 11
The Company and the
Separate Account.... 11
Vanguard Variable
Insurance Fund...... 12
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <C>
CONTRACT FEATURES... 14
Free Look Period.... 14
Contract Application
and
Purchase Payments.. 14
Allocation of
Purchase Payments.. 15
Charges and Deduc-
tions.............. 16
Accumulated Value... 17
Dividends and Capi-
tal Gains Treat-
ment............... 18
Exchanges Among the
Portfolios......... 18
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <C>
Full and Partial
Withdrawals........ 19
IRS-Required Distri-
butions............ 20
Minimum Balance
Requirements....... 21
Designation of a
Beneficiary........ 21
Death of Annuitant
Prior to Annuity
Date............... 22
Annuity Date........ 22
Annuity Payment Op-
tions.............. 22
FEDERAL TAX
CONSIDERATIONS..... 25
General Information. 29
</TABLE>
- --------------------------------------------------------------------------------
The Contract is only available in the State of New York.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
2
<PAGE>
HIGHLIGHTS
REFER TO THE GLOSSARY (PAGE 8) FOR A DEFINITION OF ALL CAPITALIZED TERMS.
VANGUARD The Contract provides a vehicle for investing on a tax-de-
VARIABLE ANNUITY ferred basis in seven Portfolios offered by The Vanguard
PLAN CONTRACT Group, Inc. Monies may be subsequently withdrawn from the
Contract either as a lump sum or as an annuity income. Be-
cause Accumulated Values and, to the extent Variable Annu-
ity Payments are selected, Annuity Payments depend on the
investment experience of the selected Portfolios, you bear
all investment risk for monies invested under the Contract.
The investment performance of the Portfolios is not guaran-
teed.
- --------------------------------------------------------------------------------
WHO SHOULD The Contract is designed for investors seeking long-term,
INVEST tax-deferred accumulation of funds, generally for retire-
ment but also for other long-term investment purposes. The
tax-deferred feature of the Contract is most attractive to
investors in high federal and state marginal tax brackets
who have exhausted other avenues of tax deferral, such as
"pre-tax" contributions to employer-sponsored retirement or
savings plans. The Contract is intended for long-term in-
vestors.
- --------------------------------------------------------------------------------
INVESTMENT Your investment in the Contract may be allocated among sev-
CHOICES eral Subaccounts of the Separate Account. The Subaccounts
in turn invest exclusively in the seven Portfolios of Van-
guard Variable Insurance Fund. The Fund, a member of The
Vanguard Group of Investment Companies, offers seven Port-
folios: the Money Market Portfolio, the High-Grade Bond
Portfolio, the Balanced Portfolio, the Equity Index Portfo-
lio, the Equity Income Portfolio, the Growth Portfolio and
the International Portfolio. The assets of each Portfolio
are separate, and each Portfolio has distinct investment
objectives and policies as described in the accompanying
Fund Prospectus. PAGE 12
- --------------------------------------------------------------------------------
FREE LOOK PERIOD The Contract provides a Free Look Period for a minimum of
10 days (20 days for replacement as set forth in your Con-
tract), during which you may cancel your investment in
the Contract. To cancel your investment, please return your
Contract to us. When we receive the Contract, you will be
reimbursed for all Purchase Payments and any corresponding
appreciation credited to your account. PAGE 14
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HOW TO INVEST To invest in the Contract, please complete the accompanying
application form. The minimum Initial Purchase Payment is
$5,000; the minimum Portfolio balance is $1,000; and subse-
quent Purchase Payments must be at least $250. You may make
subsequent Purchase Payments at any time before the Con-
tract's Annuity Date, as long as the Annuitant or Joint An-
nuitant specified in the Contract is living. Please note
that when purchasing a Contract, the Annuitant you name,
and the Joint Annuitant if applicable, must be 75 years of
age or less. PAGE 14
- --------------------------------------------------------------------------------
3
<PAGE>
ALLOCATION OF Your Net Purchase Payments are initially allocated to the
PURCHASE Money Market Portfolio when your Contract is issued. Subse-
PAYMENTS quently, at the end of the Free Look Period, and a 5 day
grace period, the then-current Accumulated Value of your
Contract is allocated among the Portfolios of the Fund in
accordance with your application instructions. Requests to
change the allocation of subsequent Net Purchase Payments
may be made in writing or by telephone if you have com-
pleted the Authorization Form. PAGE 15
- --------------------------------------------------------------------------------
CHARGES AND The Contract imposes no sales charges. The costs of the
DEDUCTIONS UNDER Contract include mortality and expense risk charges, main-
THE CONTRACT tenance and administrative charges which cover the cost of
administering the Contract, and management, advisory and
other fees, which reflect the costs of Vanguard Variable
Insurance Fund. There are no charges under the Contract for
withdrawals, although withdrawals made prior to age 59 1/2
may be subject to a 10% penalty tax. PAGE 16
- --------------------------------------------------------------------------------
EXCHANGES You may make exchanges among the Fund's Portfolios subject
to certain restrictions on excess exchange activity. These
restrictions do not apply, however, to non-substantive ex-
changes or to the Money Market Portfolio. No fee is imposed
for exchanges. Exchanges must be for at least $250, or, if
less, for the entire value of the Portfolio from which the
exchange is made. PAGE 18
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FULL AND PARTIAL You may withdraw all or part of the Accumulated Value of
WITHDRAWALS the Contract before the earlier of the Annuity Date or the
Annuitant's death (or the Joint Annuitant's death, if lat-
er). You may establish systematic withdrawals from your
Contract, and receive distributions at regular intervals.
Withdrawals made prior to age 59 1/2 may be subject to a
10% penalty tax. PAGE 19
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DEATH BENEFIT If the Annuitant specified in your Contract dies prior to
the Annuity Date, the Annuitant's named Beneficiary will
receive the death benefit under the Contract. The death
benefit is the greater of the then-current Accumulated
Value of the Contract or the sum of all Purchase Payments
(less any partial withdrawals). Your Beneficiary may elect
to receive these proceeds as a lump sum or as Annuity
Payments. PAGE 22
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ANNUITY PAYMENT Beginning on the Annuity Date, you may withdraw monies from
OPTIONS the Contract in the form of an annuity income. As the Con-
tract Owner you may elect one of several Annuity Payment
Options. The Options provide a wide range of flexibility in
choosing an annuity payment schedule that meets your par-
ticular needs. Annuity Payments may be received for a des-
ignated period or for life (for either a single or joint
life), with or without a guaranteed number of payments. An-
nuity Payments can be fixed, or can vary with the invest-
ment performance of a Portfolio of the Fund. You may elect
a lump-sum payment prior to the Annuity Date in lieu of An-
nuity Payments. PAGE 22
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4
<PAGE>
CONTRACT AND If you have questions about your Contract, please telephone
POLICYHOLDER the Vanguard Variable Annuity Center (1-800-258-4271).
INFORMATION Please have ready the Contract number and the Contract Own-
er's name when you call. As Contract Owner, you will re-
ceive periodic statements confirming any transactions that
take place, as well as quarterly statements and an Annual
Report.
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5
<PAGE>
FEE TABLE The following table illustrates all expenses that you would
incur as a Contract Owner. The expenses and fees shown are
for the Fund's 1994 fiscal year. The expenses and fees
shown for the International Portfolio are based on esti-
mates for its first fiscal year of operations. The purpose
of this table is to assist you in understanding the various
costs and expenses that you would bear directly or indi-
rectly as a purchaser of the Contract. The fee table re-
flects ALL expenses for both the Separate Account and the
Fund. For a complete discussion of contract costs and ex-
penses, see "Charges and Deductions."
<TABLE>
<CAPTION>
SEPARATE
OWNER TRANSACTION EXPENSES ACCOUNT
-------------------------------------------------------------
<S> <C>
Sales Load Imposed on Purchases........................... None
Redemption Fees........................................... None
Exchange Fees............................................. None
-------------------------------------------------------------
Annual Account Maintenance Fee*........................... $25
</TABLE>
* Applies to Contracts valued at less than $25,000 at the
time of initial purchase and on the last Business Day of
each year.
<TABLE>
<CAPTION>
SEPARATE
ANNUAL SEPARATE ACCOUNT EXPENSES ACCOUNT
---------------------------------------------------------------
<S> <C>
Mortality and Expense Risk Charge**......................... .43%
Administrative Expense Charge............................... .10%
---
TOTAL ANNUAL SEPARATE ACCOUNT EXPENSES.................... .53%
===
</TABLE>
** This charge is reduced in various increments to 0.30%
for average daily net assets attributable to the Sepa-
rate Account (and Separate Account IV) in excess of $1.5
billion. See "Mortality and Expense--Risk Charge."
<TABLE>
<CAPTION>
MONEY HIGH-GRADE EQUITY EQUITY
ANNUAL FUND OPERATING MARKET BOND BALANCED INDEX INCOME GROWTH INTERNATIONAL
EXPENSES PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Management &
Administrative
Expenses............... .17% .16% .20% .18% .17% .18% .06%
Investment Advisory
Fees................... .01 .01 .10 .02 .10 .15 .17
12b-1 Distribution Fees. None None None None None None None
Other Expenses
Distribution Costs..... .03 .02 .02 .02 .01 .01 .00
Miscellaneous Expenses. .02 .05 .02 .02 .06 .04 .07
---- ---- ---- ---- ---- ---- ----
Total Other Expenses.... .05 .07 .04 .04 .07 .05 .07
---- ---- ---- ---- ---- ---- ----
TOTAL FUND OPERATING
EXPENSES............. .23% .24% .34% .24% .34% .38% .30%
==== ==== ==== ==== ==== ==== ====
<CAPTION>
MONEY HIGH-GRADE EQUITY EQUITY
MARKET BOND BALANCED INDEX INCOME GROWTH INTERNATIONAL
TOTAL EXPENSES PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Separate Account
Expenses............... .53% .53% .53% .53% .53% .53% .53%
Total Fund Operating
Expenses............... .23 .24 .34 .24 .34 .38 .30
---- ---- ---- ---- ---- ---- ----
GRAND TOTAL, SEPARATE
ACCOUNT AND FUND
OPERATING EXPENSES... .76% .77% .87% .77% .87% .91% .83%
==== ==== ==== ==== ==== ==== ====
</TABLE>
6
<PAGE>
The following example illustrates the expenses that you
would incur on a $1,000 purchase payment over various
periods, assuming (1) a 5% annual rate of return and (2)
redemption at the end of each period. As noted in the table
above, the Contract imposes no redemption fees of any kind.
Your expenses are identical whether you continue the
Contract or withdraw the entire value of your Contract at
the end of the applicable period as a lump sum or under one
of the Contract's Annuity Payment Options.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Portfolio............. $ 9 $27 $47 $104
High-Grade Bond Portfolio.......... 9 28 48 105
Balanced Portfolio................. 10 31 53 117
Equity Index Portfolio............. 9 28 48 105
Equity Income Portfolio............ 10 31 53 117
Growth Portfolio................... 10 32 55 121
International Portfolio............ 9 29 51 112
</TABLE>
Included in these examples are the pro rata portions of the
Contract maintenance fees, $1, $3, $5 and $10, respective-
ly, for the periods shown based on an average expected ac-
count size of $25,000. The fee is deducted on the last
business day of the year for the following year, on a pro
rata basis, from each of the Portfolios you have chosen.
For a complete discussion of Contract costs and expenses,
see "Charges and Deductions."
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY
BE HIGHER OR LOWER THAN THOSE SHOWN, SUBJECT TO THE GUARAN-
TEES IN THE CONTRACT.
------------------------------------------------------------
AUTOMATED QUOTES
The Vanguard Tele-Account Service provides access to accu-
mulated unit values (to two decimal places) for all
subaccounts, and yield information for the Money Market and
High-Grade Bond Portfolios of the Plan. Contract Owners may
utilize this service for 24 hour access to Plan Portfolio
information. To access the service you may call Tele-Ac-
count at 1-800-662-6273 (ON-BOARD) and follow the step-by-
step instructions, or speak with a Vanguard associate at 1-
800-522-5555 to request a brochure that explains how to use
the service.
- --------------------------------------------------------------------------------
7
<PAGE>
GLOSSARY ACCUMULATION UNIT--A measure of your ownership interest in
the Contract prior to the Annuity Date. Analogous, though
not identical, to a share owned in a mutual fund account.
ACCUMULATION UNIT VALUE--The value of each Accumulation
Unit which is calculated each Valuation Period. Analogous,
though not identical, to the share price (net asset value)
of a mutual fund.
ACCUMULATED VALUE--The value of all amounts accumulated un-
der the Contract prior to the Annuity Date, equivalent to
the Accumulation Units multiplied by the Accumulation Unit
Value. Analogous to the current market value of a mutual
fund account.
ANNUITANT--The person or persons whose life is used to de-
termine the duration of any Annuity Payments and, subject
to the provision dealing with Joint Annuitants, upon whose
death, prior to the Annuity Date, benefits under the Con-
tract are paid.
ANNUITY DATE--The date on which Annuity Payments begin. The
Annuity Date is always the first day of the month you spec-
ify.
ANNUITY PAYMENT--One of a series of payments made under an
Annuity Payment Option. Annuity Payments are based on the
lifetime or life expectancy of the Annuitant unless, after
the Contract Date, an Annuity Income Option which pays for
a certain period only is elected.
ANNUITY PAYMENT OPTION--One of several ways in which a se-
ries of payments are made after the Annuity Date. Under a
FIXED ANNUITY OPTION, the dollar amount of each Annuity
Payment does not change over time. Annuity Payments are
based on the Contract's Accumulated Value as of the Annuity
Date. Under a VARIABLE ANNUITY OPTION, the dollar amount of
each Annuity Payment may change over time, depending upon
the investment experience of the Portfolio or Portfolios
you choose.
ANNUITY UNIT--Unit of measure used to calculate Variable
Annuity Payments.
BENEFICIARY--The person to whom any benefits are due upon
the Annuitant's death.
BUSINESS DAY--A day when the New York Stock Exchange is
open for trading.
COMPANY ("We", "Us", "Our")--First Providian Life & Health
Insurance Company, a New York stock company.
CONTRACT ANNIVERSARY--Any anniversary of the Contract Date.
CONTRACT DATE--The date of issue of this Contract.
CONTRACT OWNER ("You", "Your")--The person or persons des-
ignated as the Contract Owner in the Contract application.
The term shall also include any person named as Joint Own-
er. A Joint Owner shares ownership in all respects with the
Owner. The Owner has the right to assign ownership to a
person or party other than himself.
CONTRACT YEAR--A period of 12 months starting with the Con-
tract Date or any Contract Anniversary.
8
<PAGE>
FREE LOOK PERIOD--The period during which the Contract can
be cancelled and treated as void from the Contract Date.
FUND--Vanguard Variable Insurance Fund, Inc., an open-end,
diversified investment company, offered by The Vanguard
Group, Inc., in which the Separate Account invests.
JOINT ANNUITANT--The person other than the Annuitant who
may be designated by the Contract Owner and on whose life
Annuity Payments may also be based.
NET PURCHASE PAYMENT--Any Purchase Payment less the appli-
cable Premium Tax, if any.
NON-QUALIFIED CONTRACT--A Contract other than a Qualified
Contract. Contributions to such a Contract are made with
after-tax dollars.
OWNER'S DESIGNATED BENEFICIARY--The person designated to
receive the Contract Owner's interest in the Contract if
the Contract Owner dies before the entire interest in the
Contract is distributed, as explained in the "IRS-Required
Distribution" section.
PAYEE--The Contract Owner, Annuitant, Beneficiary, or any
other person, estate, or legal entity to whom benefits are
to be paid.
PORTFOLIO--The separate investment Portfolios of the Fund.
The Fund currently offers seven Portfolios: the Money Mar-
ket Portfolio, the High-Grade Bond Portfolio, the Balanced
Portfolio, the Equity Index Portfolio, the Equity Income
Portfolio, the Growth Portfolio and the International Port-
folio. In this Prospectus, Portfolio will also be used to
refer to the Subaccount that invests in the corresponding
Portfolio.
PREMIUM TAX--A regulatory tax that may be assessed by your
state on the Purchase Payments made into your Contract. The
amount which we must pay as Premium Tax will be deducted
from each Purchase Payment or from your Accumulated Value
as it is incurred by us.
PROOF OF DEATH--(a) A certified death certificate; (b) a
certified decree of a court of competent jurisdiction as to
the finding of death; (c) a written statement by a medical
doctor who attended the deceased; or (d) any other proof
satisfactory to the Company.
PURCHASE PAYMENT--Any premium payment--any amount you in-
vest in the Contract. The minimum Initial Purchase Payment
is $5,000; each Additional Purchase Payment must be at
least $250. Purchase Payments may be made at any time prior
to the Annuity Date as long as the Annuitant is living.
QUALIFIED CONTRACT--A Contract that qualifies as an indi-
vidual retirement annuity under Section 408(b) of the In-
ternal Revenue Code of 1986, as amended.
SEPARATE ACCOUNT--First Providian Life & Health Insurance
Company Separate Account B. The Separate Account consists
of assets that are segregated by First Providian Life &
Health Insurance Company and invested in the Fund. The Sep-
arate Account is independent of the general assets of the
Company.
9
<PAGE>
SUBACCOUNT--That portion of the Separate Account that in-
vests in shares of the Fund's Portfolios. Each Subaccount
will only invest in a single Portfolio. The investment per-
formance of each Subaccount is linked directly to the in-
vestment performance of one of the seven underlying Portfo-
lios of the Fund.
VALUATION PERIOD--A period between two successive Business
Days commencing at the close of business of the first Busi-
ness Day and ending at the close of business of the follow-
ing Business Day.
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10
<PAGE>
CONDENSED FINAN- The Accumulation Unit Values and the number of Accumulation
CIAL INFORMATION Units outstanding for each Subaccount in 1992 through 1994
are as follows:
<TABLE>
<CAPTION>
FOR THE PERIOD DECEMBER 1, 1992 THROUGH DECEMBER 31, 1994*
------------------------------------------------------------------------
HIGH-
MONEY GRADE EQUITY EQUITY
MARKET BOND BALANCED INDEX INCOME GROWTH INTERNATIONAL
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Accumulation unit value
as of:
Start Date*............ 1.060941 11.488550 11.097805 11.596044 10.000000 10.000000 10.000000
12/31/92............... 1.064280 11.655724 11.514455 12.038973 * * *
12/31/93............... 1.090526 12.513914 12.960922 13.143578 10.488338 10.568567 *
12/31/94............... 1.130419 12.289960 12.814549 13.223746 10.303993 10.964223 10.127948
Number of units
outstanding as of:
12/31/92............... 1,660 11 9 33 * * *
12/31/93............... 4,079 271 636 440 290 220 *
12/31/94............... 5,365 526 745 534 306 457 322
<CAPTION>
(UNITS ARE SHOWN IN
THOUSANDS)
</TABLE>
* Date of commencement of operations for the Money Market Subaccount was
12/1/92, for the High-Grade Bond, Balanced, and Equity Index Subaccounts was
12/16/92, for the Equity Income and Growth Subaccounts was 6/7/93, and for
the International Subaccount was 6/3/94.
- --------------------------------------------------------------------------------
FINANCIAL The audited statutory-basis financial statements of the
STATEMENTS Company and the financial statements of the Separate Ac-
count (as well as the Independent Auditors' Reports there-
on) are contained in the Statement of Additional Informa-
tion.
- --------------------------------------------------------------------------------
YIELD AND TOTAL From time to time a Portfolio of the Fund may advertise its
RETURN yield and total return investment performance. Advertised
yields and total returns include all charges and expenses
attributable to the Contract. Including these fees has the
effect of decreasing the advertised performance of a Port-
folio, so that a Portfolio's investment performance will
not be directly comparable to that of an ordinary mutual
fund.
Please refer to the Statement of Additional Information for
a description of the method used to calculate a Portfolio's
yield and total return, and a list of the indexes and other
benchmarks used in evaluating a Portfolio's performance.
- --------------------------------------------------------------------------------
THE COMPANY AND The Company is a stock life insurance company incorporated
THE SEPARATE under the laws of the State of New York on March 23, 1970,
ACCOUNT with administrative offices at 520 Columbia Drive, Johnson
City, New York 13790. The Company is principally engaged in
offering life insurance, annuity contracts, and accident
FIRST PROVIDIAN and health insurance and is admitted to do business in 10
LIFE & HEALTH states and the District of Columbia. The Company is ulti-
INSURANCE mately wholly owned by Providian Corporation, a publicly-
COMPANY held diversified consumer financial services company whose
shares are traded on the New York Stock Exchange with as-
sets of $23.6 billion as of December 31, 1994.
------------------------------------------------------------
11
<PAGE>
The Separate Account was established by the Company as a
FIRST PROVIDIAN separate account under the laws of the State of New York on
LIFE & HEALTH November 2, 1987, pursuant to a resolution of the Company's
INSURANCE Board of Directors. The Separate Account is a unit invest-
COMPANY SEPARATE ment trust registered with the Securities and Exchange Com-
ACCOUNT B mission (the "SEC") under the Investment Company Act of
1940 (the "1940 Act"). Such registration does not signify
that the SEC supervises the management or the investment
practices or policies of the Separate Account.
The assets of the Separate Account are owned by the Company
and the obligations under the Contract are obligations of
the Company. These assets are held separately from the
other assets of the Company and are not chargeable with li-
abilities incurred in any other business operation of the
Company (except to the extent that assets in the Separate
Account exceed the reserves and other liabilities of the
Separate Account). The Company will always keep assets in
the Separate Account with a value at least equal to the to-
tal Accumulated Value under the Contracts. Income, gains
and losses incurred on the assets in the Separate Account,
whether or not realized, are credited to or charged against
the Separate Account without regard to other income, gains
or losses of the Company. Therefore, the investment perfor-
mance of the Separate Account is entirely independent of
the investment performance of the Company's general account
assets or any other separate account maintained by the Com-
pany.
The Separate Account has seven Subaccounts, each of which
invests solely in a corresponding Portfolio of the Fund.
Additional Subaccounts may be established at the discretion
of the Company. The Separate Account meets the definition
of a "separate account" under Rule O-1(e)(1) of the Invest-
ment Company Act of 1940.
- --------------------------------------------------------------------------------
VANGUARD Vanguard Variable Insurance Fund is an open-end diversified
VARIABLE investment company intended exclusively as an investment
INSURANCE FUND vehicle for variable annuity or variable life insurance
contracts offered by insurance companies.
The Fund is a member of The Vanguard Group of Investment
Companies, a family of more than 30 investment companies
with more than 80 distinct portfolios and assets in excess
of $150 billion. Through their jointly owned subsidiary,
The Vanguard Group, Inc. ("Vanguard"), the Fund and the
other Funds in the Group obtain at cost virtually all of
their corporate management, administrative, shareholder ac-
counting and distribution services.
The Fund offers seven Portfolios--a money market portfolio,
a bond portfolio, a balanced portfolio, an equity index
portfolio, an equity income portfolio, a growth portfolio
and an international portfolio--each with distinct invest-
ment objectives and policies.
THE MONEY MARKET PORTFOLIO seeks to provide current income
consistent with the preservation of capital and liquidity.
The Portfolio also seeks to maintain a stable net asset
value of $1.00 per share. The Portfolio invests primarily
in high-quality money market instruments issued by finan-
cial institutions, non-financial corporations, the U.S.
Government, state and municipal governments and their agen-
cies or instrumentalities as well as repurchase agreements
12
<PAGE>
collateralized by such securities. The Portfolio also in-
vests in Eurodollar obligations (dollar-denominated obliga-
tions issued outside the U.S. by foreign banks or foreign
branches of domestic banks) and Yankee obligations (dollar-
denominated obligations issued in the U.S. by foreign
banks).
THE HIGH-GRADE BOND PORTFOLIO seeks to parallel the invest-
ment results of the Lehman Brothers Aggregate Bond Index.
The Portfolio invests primarily in a diversified portfolio
of U.S. Government and corporate bonds, and mortgage-backed
securities.
THE BALANCED PORTFOLIO seeks the conservation of principal,
a reasonable income return and profits without undue risk.
The Portfolio invests in a diversified portfolio of common
stocks and bonds, with common stocks expected to represent
60% to 70% of the Portfolio's total assets and bonds to
represent 30% to 40%.
THE EQUITY INDEX PORTFOLIO seeks to parallel the investment
results of the Standard & Poor's 500 Composite Stock Price
Index (S&P 500). The Portfolio invests primarily in common
stocks included in the S&P 500.
THE EQUITY INCOME PORTFOLIO seeks to provide a high level
of current income by investing principally in dividend-pay-
ing equity securities.
THE GROWTH PORTFOLIO seeks to provide long-term capital ap-
preciation. The Portfolio invests primarily in equity secu-
rities of seasoned U.S. companies with above average pros-
pects for growth.
THE INTERNATIONAL PORTFOLIO seeks to provide long-term cap-
ital appreciation. The Portfolio invests primarily in eq-
uity securities of companies based outside the United
States.
There is no assurance that a Portfolio will achieve its
stated objective.
Additional information concerning the investment objectives
and policies of the Portfolios and the investment advisory
services, total expenses and charges can be found in the
current prospectus for the Fund, which accompanies this
Prospectus. The Fund Prospectus should be read carefully
before any decision is made concerning allocation of Pur-
chase Payments to a Portfolio.
The Portfolios may be made available to registered separate
accounts offering variable annuity and variable life prod-
ucts of the Company as well as other insurance companies.
Although we believe it is unlikely, a material conflict
could arise between the interests of the Separate Account
and one or more of the other participating separate ac-
counts. In the event of a material conflict, the affected
insurance companies agree to take any necessary steps, in-
cluding removing their separate account from the Fund if
required by law, to resolve the matter. See the Fund's Pro-
spectus for more information.
- --------------------------------------------------------------------------------
13
<PAGE>
CONTRACT FEATURES
The rights and benefits under the Contract are described
below and in the Contract. The Company reserves the right
to make any modification to conform the Contract to, or
give the Contract Owner the benefit of, any federal or
state statute or any rule or regulation of the United
States Treasury Department.
------------------------------------------------------------
FREE LOOK PERIOD A Free Look Period exists for a minimum of 10 days after
the Contract Owner receives the Contract (20 days for re-
placement as set forth in your Contract). The Contract per-
mits the Contract Owner to cancel the Contract during the
Free Look Period by returning the Contract to the agent,
person or entity from whom it was purchased. The contract
should be returned to Vanguard Variable Annuity Center,
P.O. Box 419812, Kansas City, MO 64141-6812. Upon cancella-
tion, the Contract is treated as void from the Contract
Date and the Contract Owner will receive the greater of the
Purchase Payments made under the Contract or the Accumu-
lated Value of the Contract as of the day the Contract is
received by the Company.
- --------------------------------------------------------------------------------
CONTRACT Individuals wishing to purchase a Non-Qualified Contract
APPLICATION AND should send a completed application and your Initial Pur-
PURCHASE chase Payment to the Variable Annuity Center. Your Initial
PAYMENTS Purchase Payment must be equal to or greater than the
$5,000 minimum investment requirement. Furthermore, the
named Annuitant and Joint Annuitant must be 75 years of age
or less.
The Contract will be issued and the Initial Net Purchase
Payment will be credited within two Business Days after ac-
ceptance of the application and the Initial Purchase Pay-
ment. Acceptance is subject to the application being re-
ceived in good order, and the Company reserves the right to
reject any application or Initial Purchase Payment.
If the Initial Purchase Payment cannot be credited because
the application is incomplete, the Company will contact the
applicant in writing, explain the reason for the delay and
will refund the Initial Purchase Payment within five Busi-
ness Days. As soon as the necessary requirements are ful-
filled the Purchase Payment will be credited.
Additional Purchase Payments may be made at any time prior
to the Annuity Date, as long as the Annuitant or Joint An-
nuitant, if applicable, is living. Additional Purchase Pay-
ments must be for at least $250. Additional Purchase Pay-
ments received prior to the close of the New York Stock Ex-
change (generally 4:00 p.m. Eastern time) are credited to
the Accumulated Value of the Contract as of the close of
business that same day.
The Contracts are available on a non-qualified basis and as
individual retirement annuities (IRAs) that qualify for
special federal income tax treatment. Generally, Qualified
Contracts may be purchased only in connection with a
"rollover" of funds from another qualified plan or IRA and
contain certain other restrictive provisions limiting the
timing and amount of payments to and distributions from the
Qualified Contract.
14
<PAGE>
Total Purchase Payments may not exceed $1,000,000 without
prior approval of the Company.
PURCHASING BY
WIRE
MONEY SHOULD BE INVESTORS FIDUCIARY TRUST COMPANY ABA
WIRED TO: 101003621 DEPOSIT ACCOUNT NUMBER 8907513798
PLEASE CALL: 1- FIRST PROVIDIAN LIFE & HEALTH INSURANCE
800-258-4271 COMPANY
BEFORE WIRING CONTRACT NUMBER CONTRACT REGISTRATION
To assure proper receipt, please be sure your bank includes
the contract number Vanguard has assigned you. For an Ini-
tial Purchase Payment, please complete the Vanguard Vari-
able Annuity Plan Application and mail it to the Vanguard
Variable Annuity Center, P.O. Box 419812, Kansas City, MO
64141-6812, after completing wire arrangements. Note: Fed-
eral funds wire purchase orders will be accepted only when
the New York Stock Exchange and Custodian Bank are open for
business.
------------------------------------------------------------
SECTION 1035 You may exchange your Accumulated Value under an existing
EXCHANGES annuity contract to the Vanguard Variable Annuity Plan.
Section 1035 of the IRS Code of 1986, as amended (the
"Code"), provides, in general, that no gain or loss shall
be recognized on the exchange of one annuity contract for
another. To complete a "1035 Exchange" simply provide all
the requested information on the 1035 Exchange Form and
mail it, along with your application and current contract,
to the Vanguard Variable Annuity Center. Special rules and
procedures apply to Code Section 1035 transactions, partic-
ularly if the Contract being exchanged was issued prior to
August 14, 1982. Prospective Contract Owners wishing to
take advantage of Code Section 1035 should consult their
tax advisers.
Please note, that an outstanding loan on the contract that
you wish to transfer may create a tax consequence. There-
fore, you are encouraged to settle any outstanding loans
with your current insurance company prior to initiating a
1035 exchange into the Plan.
- --------------------------------------------------------------------------------
ALLOCATION OF The Contract Owner specifies on the Contract Application
PURCHASE how Purchase Payments will be allocated. The Contract Owner
PAYMENTS may allocate each Purchase Payment to one or more of the
Portfolios as long as such portions are whole number per-
centages and any allocation made is at least 10% and at
least $1,000.
Allocation instructions for future Purchase Payments may be
changed by the Contract Owner by sending a written notice
to the Vanguard Variable Annuity Center. You may complete a
Telephone Allocation Authorization Form to establish an op-
tion that allows you to provide allocation instructions by
telephone. This option includes the ability to change your
investment by eliminating a Contract Portfolio from your
allocations or by adding a new Contract Portfolio to your
list. Please note that you must maintain a minimum of
$1,000 in each Portfolio to which you have allocated as-
sets.
15
<PAGE>
During the Free Look Period (which is assumed for this pur-
pose to be 10 days after the issuance of the Contract), the
Initial Net Purchase Payment will be allocated to the Money
Market Portfolio. Upon expiration of the Free Look Period,
the Accumulated Value will remain in the Money Market Port-
folio for an additional 5 day grace period to allow for
mail delivery. Upon the expiration of the Free Look Period
and the 5 day grace period (15 days), the Accumulated Value
will then be allocated among the Portfolios in accordance
with the Contract Owner's instructions.
- --------------------------------------------------------------------------------
CHARGES AND The projected expenses for the Contract are substantially
DEDUCTIONS below the costs of other variable annuity contracts. For
example, based on a $25,000 contract the average expense
ratio of other variable annuity contracts was 1.98% as of
December 31, 1994, compared to .83% for the Vanguard Vari-
able Annuity Contract (source for competitors' data: Morn-
ingstar, Inc.).
No sales load is deducted from the Initial Purchase Payment
or any Additional Purchase Payments. In addition, there are
no sales charges imposed upon withdrawals.
------------------------------------------------------------
MORTALITY AND
EXPENSE RISK The Company imposes a charge as compensation for bearing
CHARGE certain mortality and expense risks under the Contracts.
The annual charge is assessed daily based on the combined
net assets of the Separate Account and Separate Account IV
of Providian Life & Health Insurance Company in the Fund
according to the following schedule:
<TABLE>
<CAPTION>
NET ASSETS RATE
------------------ ------
<S> <C>
First $500 Million 0.450%
Next $250 Million 0.400%
Next $250 Million 0.375%
Next $250 Million 0.350%
Next $250 Million 0.325%
Over $1.5 Billion 0.300%
</TABLE>
The Company guarantees that these mortality and expense
risk breakpoints will never increase. If this charge is in-
sufficient to cover actual costs and assumed risks, the
loss will fall on the Company. Conversely, if the charge
proves more than sufficient, any excess will be added to
the Company surplus.
The mortality risk borne by the Company under the Con-
tracts, where one of the life Annuity Payment Options was
selected, is to make monthly annuity payments (determined
in accordance with the annuity tables and other provisions
contained in the Contract) regardless of how long all
Annuitants may live. We also assume mortality risk as a re-
sult of our guarantee of a minimum payment in the event the
Annuitant dies prior to the Annuity Date.
The expense risk borne by the Company under the Contracts
is that the charges for administrative expenses which are
guaranteed for the life of the Contract may be insufficient
to cover the actual costs of issuing and administering the
Contract.
------------------------------------------------------------
16
<PAGE>
ADMINISTRATIVE An annual administrative charge of .10% of the net asset
CHARGE & value of the Separate Account is assessed daily along with
MAINTENANCE FEE an annual maintenance fee of $25 for Contracts valued at
less than $25,000 at the time of initial purchase and on
the last Business Day of each year. These costs are de-
ducted proportionately from each Contract's Accumulated
Value; therefore, the $25 fee is assessed per Contract, not
per Portfolio chosen. Your Initial Purchase Payment of less
than $25,000 is reduced by an initial maintenance fee which
is pro rated to reflect only the remaining portion of the
calendar year of purchase. Thereafter, the fee is deducted
on the last Business Day of the year for the following
year, on a pro rata basis from each of the Portfolios you
have chosen. These deductions represent reimbursement to
the Company for the costs expected to be incurred over the
life of the Contract for issuing and maintaining each Con-
tract and the Separate Account. Please note that Contracts
valued at $25,000 or more as of the last Business Day of
the year will not be assessed the $25 maintenance fee for
the following year.
------------------------------------------------------------
TAXES Under present laws, the Company will not incur New York
state or local taxes. If there is a change in state or lo-
cal tax laws, charges for such taxes may be made. The Com-
pany does not expect to incur any federal income tax lia-
bility attributable to investment income or capital gains
retained as part of the reserves under the Contracts. (See
"Federal Tax Considerations," page 25.) Based upon these
expectations, no charge is currently being made to the Sep-
arate Account for corporate federal income taxes that may
be attributable to the Separate Account.
The Company will periodically review the question of a
charge to the Separate Account for corporate federal income
taxes related to the Separate Account. Such a charge may be
made in future years for any federal income taxes incurred
by the Company. This might become necessary if the tax
treatment of the Company is ultimately determined to be
other than what the Company currently believes it to be, if
there are changes made in the federal income tax treatment
of annuities at the corporate level, or if there is a
change in the Company's tax status. In the event that the
Company should incur federal income taxes attributable to
investment income or capital gains retained as part of the
reserves under the Contracts, the Accumulated Value of the
Contract would be correspondingly adjusted by any provision
or charge for such taxes.
------------------------------------------------------------
VANGUARD The value of the assets in the Separate Account will re-
VARIABLE flect the fees and expenses paid by the Fund. A complete
INSURANCE FUND description of these expenses is found in the "Fee Table"
EXPENSES section of this Prospectus and in the "Management of the
Fund" section of the Fund's Statement of Additional Infor-
mation.
- --------------------------------------------------------------------------------
ACCUMULATED At the commencement of the Contract, the Accumulated Value
VALUE equals the Initial Net Purchase Payment. Thereafter, on any
Business Day the Accumulated Value equals the Accumulated
Value from the previous Business Day increased by: i) any
Additional Net Purchase Payments received by the Company
and ii) any increase in the Accumulated Value due to in-
vestment results
17
<PAGE>
of the selected Portfolio(s) that occur during the Valua-
tion Period; and reduced by: i) any decrease in the Accumu-
lated Value due to investment results of the selected Port-
folio(s), ii) a daily charge to cover the mortality and ex-
pense risks assumed by the Company, iii) any charge to
cover the cost of administering the Contract, iv) any par-
tial withdrawals, and v) Premium Taxes, if any, that occur
during the Valuation Period.
The Accumulated Value is expected to change from Valuation
Period to Valuation Period, reflecting the investment expe-
rience of the selected Portfolios of the Fund as well as
the daily deduction of charges. When your Net Purchase Pay-
ments are allocated to a selected Portfolio, they result in
a particular number of Accumulation Units being credited to
your Contract. The number of Accumulation Units credited is
determined by dividing the dollar amount allocated to each
Portfolio by the Accumulation Unit Value for that Portfolio
as of the end of the Valuation Period in which the payment
is received. The Accumulation Unit Value varies each Valua-
tion Period (i.e., each day that there is trading on the
New York Stock Exchange) with the net rate of return of the
Portfolio. The net rate of return reflects the investment
performance of the Portfolio for the Valuation Period and
is net of asset charges to the Portfolio.
- --------------------------------------------------------------------------------
DIVIDENDS AND All dividends and capital gains earned will be reinvested
CAPITAL GAINS and reflected in the Accumulation Unit Value. Only in this
TREATMENT way can these earnings remain tax deferred.
- --------------------------------------------------------------------------------
EXCHANGES AMONG Should your investment goals change, you may exchange the
THE PORTFOLIOS Accumulated Value among the Portfolios of the Fund. Re-
quests for exchanges received by mail or telephone prior to
the close of the New York Stock Exchange (generally 4:00
p.m. Eastern time) are processed at the close of business
that same day. Requests received after the close of the Ex-
change are processed the next Business Day.
The Contract's exchange privilege is not intended to afford
Contract Owners a way to speculate on short-term movements
in the market. Accordingly, in order to prevent excessive
use of the exchange privilege that may potentially disrupt
the management of the Fund and increase transaction costs,
the Separate Account has established a policy of limiting
excessive exchange activity.
You may make two substantive exchanges from each Portfolio
(at least 30 days apart) during any calendar year. A sub-
stantive exchange is an exchange from a Portfolio for the
lesser of: i) 51% of the Accumulated Value in the Portfo-
lio, or ii) $100,000. This restriction does not limit non-
substantive exchanges and does not apply to exchanges from
the Money Market Portfolio. All exchanges must be for at
least $250 or, if less, the Accumulated Value in the Port-
folio.
------------------------------------------------------------
AUTOMATIC EX- The Automatic Exchange Service allows you to move money au-
CHANGES tomatically among the Portfolios of the Fund. You may ex-
change fixed amounts or percentages of your Portfolio bal-
ance either monthly, quarterly, semiannually or annually
into existing (the $1,000 minimum balance requirement has
been met)
18
<PAGE>
Portfolios. Exchanges at regular intervals or "dollar-cost
averaging" can be used, for example, to move money from a
money market portfolio into a stock or bond portfolio. The
minimum exchange amount is $250, and the maximum exchange
amount is $50,000. The Automatic Exchange Service may be
established by completing a Vanguard Variable Annuity Plan
Automatic Exchange Service Application Form or writing a
letter of instruction. You may change the transfer amount
or cancel this service in writing or by telephone, if you
have established telephone authorization on your Contract.
Please note that the Automatic Exchange Service cannot be
used to establish a new Portfolio, and will not be acti-
vated until the Free Look Period has expired.
------------------------------------------------------------
TELEPHONE EX- To establish the telephone exchange privilege on your Con-
CHANGES tract, please complete the appropriate Section of the Plan
application. The Company, the Fund, and Vanguard shall not
be responsible for the authenticity of exchange instruc-
tions received by telephone. Reasonable procedures will be
undertaken to confirm that instructions communicated by
telephone are genuine. Prior to the acceptance of any re-
quest, the caller will be asked by a customer service rep-
resentative for his or her contract number and social secu-
rity number. All calls will be recorded, and this informa-
tion will be verified with the Contract Owner's records
prior to processing a transaction. Furthermore, all trans-
actions performed by a service representative will be veri-
fied with the Contract Owner through a written confirmation
statement. The Company, the Fund, and Vanguard shall not be
liable for any loss, cost or expense for action on tele-
phone instructions that are believed to be genuine in ac-
cordance with these procedures. Every effort will be made
to maintain the exchange privilege. However, the Company
and the Fund reserve the right to revise or terminate its
provisions, limit the amount of or reject any exchange, as
deemed necessary, at any time.
- --------------------------------------------------------------------------------
FULL AND PARTIAL At any time before the Annuity Date and while the Annuitant
WITHDRAWALS or Joint Annuitant is living, the Contract Owner may make a
partial or full withdrawal of the Contract to receive all
or part of the Accumulated Value by sending a written re-
quest to the Variable Annuity Center. Full or partial with-
drawals may only be made before the Annuity Date and all
partial withdrawal requests must be for at least $250.
You can make a withdrawal by writing to the Variable Annu-
ity Center. Your written request should include your Con-
tract number, social security number, withdrawal amount,
and the signature of all owners. Your proceeds will nor-
mally be distributed within two Business Days after the re-
ceipt of the request but in no event will it be later than
seven calendar days, subject to postponement in certain
circumstances (see "Deferment of Payment" page 24).
------------------------------------------------------------
SYSTEMATIC You may establish an automatic withdrawal of a specific
WITHDRAWALS amount, a percentage of the balance, or accumulated earn-
ings from your Contract, and receive distributions on a
monthly, quarterly, semiannual, or annual schedule. Once
established, a check will be sent to your Contract address,
bank account or as you direct. Please note that each sys-
tematic withdrawal is subject to federal
19
<PAGE>
income taxes on the earnings, and may be subject to a 10%
tax imposed by the IRS on withdrawals made prior to age 59
1/2.
A minimum Contract balance of $10,000, and Portfolio bal-
ance of $1,000 are required to establish a systematic with-
drawal program for your Contract. The minimum automatic
withdrawal amount is $250, and the maximum is $50,000.
Changes to the withdrawal amount, percentage, or the fre-
quency of distributions may be made by telephone. Any other
changes, including a change in the destination of the
check, must be requested in writing, and should include
signatures of all Contract owners. To cancel the systematic
withdrawal program, the Contract owner(s) needs to submit a
letter of instruction with the appropriate signatures.
To establish a systematic withdrawal program for your Con-
tract, simply complete the Vanguard Variable Annuity Plan
Systematic Withdrawal Program Application Form. Please note
that the completed form must be signed by all Contract own-
ers, and must be signature guaranteed if you are directing
the withdrawal checks to an address other than the Contract
address.
Payments under the Contract of any amounts derived from
premiums paid by check may be delayed until such time as
the check has cleared your bank. If, at the time the Con-
tract Owner requests a full or partial withdrawal, he or
she has not provided the Company with a written election
not to have federal income taxes withheld, the Company must
by law withhold such taxes from the taxable portion of any
full or partial withdrawal and remit that amount to the
federal government. Moreover, the Internal Revenue Code
provides that a 10% penalty tax will be imposed on certain
early withdrawals. (See "Federal Tax Considerations," page
25.)
Since the Contract Owner assumes the investment risk with
respect to amounts allocated to the Separate Account, the
total amount paid upon withdrawal of the Contract (taking
into account any prior withdrawals) may be more or less
than the total Purchase Payments made.
- --------------------------------------------------------------------------------
IRS-REQUIRED If the Contract Owner or, if applicable a Joint Owner, dies
DISTRIBUTIONS before the entire interest in the Contract is distributed,
the value of the Contract must be distributed to the Own-
er's Designated Beneficiary as described in this section so
that the Contract qualifies as an annuity under the Inter-
nal Revenue Code.
If the death occurs on or after the Annuity Date, the re-
maining portion of such interest will be distributed at
least as rapidly as under the method of distribution being
used as of the date of death. If the death occurs before
the Annuity Date, the entire interest in the Contract will
be distributed within five years after the date of death or
be paid under an annuity option under which payments will
begin within one year of the Contract Owner's death and
will be made for the life of the "Owner's Designated Bene-
ficiary" or for a period not extending beyond the life ex-
pectancy of that beneficiary. The Owner's Designated Bene-
ficiary is the person to whom Ownership of the Contract
passes by reason of death.
20
<PAGE>
If any portion of the Contract Owner's interest is payable
to (or for the benefit of) the surviving spouse of the Con-
tract Owner, the Contract may be continued with the surviv-
ing spouse as the new Contract Owner.
- --------------------------------------------------------------------------------
MINIMUM BALANCE Due to the relatively high cost of maintaining smaller ac-
REQUIREMENTS counts, the Company reserves the right to transfer the bal-
ance in any Portfolio account that falls below $1,000, due
to a partial withdrawal or exchange, to the remaining Port-
folios held under that Contract, on a pro rata basis. In
the event that the entire value of the Contract falls below
$1,000, you may be notified that the Accumulated Value of
your account is below the Contract's minimum requirement.
You would then be allowed 60 days to make an additional in-
vestment before the account is liquidated. Proceeds would
be promptly paid to the Contract Owner. The full proceeds
would be taxable as a withdrawal.
- --------------------------------------------------------------------------------
DESIGNATION OF A The Contract Owner may select one or more Beneficiaries,
BENEFICIARY who would receive benefits upon the death of the Annuitant,
and name them in the application. The beneficiary(ies), as
named on the application, will serve as the beneficiary
designation. Thereafter, while the Annuitant or Joint Annu-
itant is living, the Contract Owner may change the Benefi-
ciary by written notice. Such change will take effect on
the date the notice is signed by the Contract Owner but
will not affect any payment made or other action taken be-
fore the Company acknowledges the notice. The Contract
Owner may also make the designation of Beneficiary irrevo-
cable by sending written notice to, and obtaining approval
from, the Company. Changes in the Beneficiary may then be
made only with the consent of the designated irrevocable
Beneficiary.
If the Annuitant dies prior to the Annuity Date, the fol-
lowing will apply unless the Contract Owner has made other
provisions:
(a) If there is more than one Beneficiary, each will share
in the Death Benefits equally;
(b) If one or two or more Beneficiaries has already died,
that share of the Death Benefit will be paid equally to
the survivor(s);
(c) If no Beneficiary is living, the proceeds will be paid
to the Contract Owner;
(d) If a Beneficiary dies at the same time as the Annui-
tant, the proceeds will be paid as though the Benefi-
ciary had died first. If a Beneficiary dies within 15
days after the Annuitant's death and before the Company
receives due proof of the Annuitant's death, proceeds
will be paid as though the Beneficiary had died first.
If a Beneficiary who is receiving Annuity Payments dies,
any remaining Payments Certain will be paid to that
Beneficiary's named Beneficiary(ies) when due. If no Bene-
ficiary survives the Annuitant, the right to any amount
payable will pass to the Contract Owner. If the Contract
Owner is the Annuitant, this right will pass to his or her
estate.
21
<PAGE>
If a Life Annuity with Period Certain Option was elected,
and if the Annuitant dies on or after the Annuity Date, any
unpaid Payments Certain will be paid to the Beneficiary.
- --------------------------------------------------------------------------------
DEATH OF Subject to the provisions dealing with Joint Annuitants, if
ANNUITANT PRIOR the Annuitant dies prior to the Annuity Date, an amount
TO ANNUITY DATE will be paid as proceeds to the Beneficiary. If the Annui-
tant or Joint Annuitant dies prior to the Annuity Date, the
survivor shall become the sole Annuitant. The Death Benefit
is calculated and is payable upon receipt of due Proof of
Death of the Annuitant as well as proof that the Annuitant
died prior to the Annuity Date. Upon receipt of this proof,
the Death Benefit will be paid within seven days, or as
soon thereafter as the Company has sufficient information
about the Beneficiary to make the payment. The Beneficiary
may receive the amount payable in a lump sum cash benefit
or under one of the Annuity Payment Options.
A lump sum cash benefit will equal the greater of: (a) the
Accumulated Value as of the date of due Proof of Death and
proof that the Annuitant died prior to the Annuity Date or
(b) the sum of Purchase Payments less the sum of all par-
tial withdrawals and premium taxes. An Annuity Payment will
be based on the greater of: (a) the Accumulated Value on
the Annuity Date elected by the Beneficiary and approved by
the Company or (b) the sum of Purchase Payments less the
sum of all partial withdrawals and premium taxes. The Con-
tract Owner may elect an Annuity Payment Option for the
Beneficiary or, if no such election was made by the Con-
tract Owner and a cash benefit has not been paid, the Bene-
ficiary may make this election after the Annuitant's death.
- --------------------------------------------------------------------------------
ANNUITY DATE The Contract Owner may specify an Annuity Date in the ap-
plication, which can be no later than the first day of the
month after the Annuitant's 85th birthday. If no Annuity
Date is specified in the application, the Annuity will be-
gin receiving Annuity Payments on the first day of the
month after ten full years from the date of this Contract,
or the first day of the month which follows the Annuitant's
65th birthday, whichever is later. The Annuity Date is the
date that Annuity Payments are scheduled to commence under
the Contract, unless the Contract has been surrendered or
an amount has been paid as proceeds to the designated Bene-
ficiary prior to that date.
The Contract Owner may advance or defer the Annuity Date.
However, the Annuity Date may not be advanced to a date
prior to 30 days after the date of receipt of a written re-
quest or, without the Company's prior approval, deferred to
a date beyond the Annuitant's 85th birthday. An Annuity
Date may only be changed by written request during the
Annuitant's or Joint Annuitant's lifetime and must be made
at least 30 days before the then-scheduled Annuity Date.
The Annuity Date and Annuity Payment Options available for
Qualified Contracts may also be controlled by endorsements,
the plan or applicable law.
- --------------------------------------------------------------------------------
ANNUITY PAYMENT All Annuity Payment Options (except the Designated Period
OPTIONS Annuity Option) are offered as "Variable Annuity Options."
This means that Annuity Payments,
22
<PAGE>
after the initial payment, will reflect the investment ex-
perience of the Portfolio or Portfolios chosen by the Con-
tract Owner. All Annuity Payment Options are offered as
"Fixed Annuity Options." This means that the amount of each
payment will be set on the Annuity Date and will not
change. If you choose a Fixed Option, your investment will
be moved out of the underlying Vanguard Portfolios and into
the general account of First Providian Life & Health Insur-
ance Company. If you do not wish to receive your payments
on an annuity basis, you may take a lump sum payment at
anytime before the annuity date. The lump sum value is
equal to the Accumulation Value. The following Annuity Pay-
ment Options are available under the Contract:
LIFE ANNUITY--Available as either a Fixed or Variable Op-
tion. Monthly Annuity Payments are paid for the life of an
Annuitant, ceasing with the last Annuity Payment due prior
to the Annuitant's death.
JOINT AND LAST SURVIVOR ANNUITY--Available as either a
Fixed or Variable Option. Monthly Annuity Payments are paid
for the life of two Annuitants and thereafter for the life
of the survivor, ceasing with the last Annuity Payment due
prior to the survivor's death.
LIFE ANNUITY WITH PERIOD CERTAIN--Available as either a
Fixed or Variable Option. Monthly Annuity Payments are paid
for the life of an Annuitant, with a Period Certain of not
less than 120, 180, or 240 months, as elected.
INSTALLMENT OR UNIT REFUND LIFE ANNUITY--Available as ei-
ther a Fixed (Installment Refund) or Variable (Unit Refund)
Option. Monthly Annuity Payments are paid for the life of
an Annuitant, with a Period Certain determined by dividing
the Accumulated Value by the First Annuity Payment.
DESIGNATED PERIOD ANNUITY--Only available as a Fixed Op-
tion. Monthly Annuity Payments are paid for a Period Cer-
tain as elected, which may be from 10 to 30 years.
In the event that an Annuity Payment Option is not select-
ed, the Company will make monthly Annuity Payments that
will go on for as long as the Annuitant lives (120 payments
guaranteed) in accordance with the Life Annuity with Period
Certain Option and the annuity benefit sections of the Con-
tract. That portion of the Accumulated Value that has been
held in a Portfolio prior to the Annuity Date will be ap-
plied under a Variable Annuity Option based on the perfor-
mance of that Portfolio. Subject to approval by the Compa-
ny, the Contract Owner may select any other Annuity Payment
Option then being offered by the Company. Annuity Payments
are guaranteed to be not less than as provided by the Annu-
ity Tables for the first payment under a Variable Option
and each payment under a Fixed Option, and the Annuity Pay-
ment Option elected by the Contract Owner. The minimum
monthly payment, however, is $100. If the Accumulated Value
is less than $5,000, the Company has the right to pay that
amount in a lump sum. From time-to-time, the Company may
require proof that the Annuitant, Joint Annuitant, or Con-
tract Owner is living. Annuity Payment Options are not
available to: (1) an assignee; or (2) any other than a nat-
ural person, except with the consent of the Company.
23
<PAGE>
The Company may, at the time of election of an Annuity Pay-
ment Option, offer more favorable rates in lieu of the
guaranteed rates specified in the Annuity Tables found in
the Contract.
The value of Variable Annuity Payments will reflect the in-
vestment experience of the chosen Portfolio. On or after
the Annuity Date, the Annuity Payment Option is irrevoca-
ble. Only one Variable Annuity Option may be chosen from
among those made available by the Company per each Portfo-
lio. The annuity tables, which are contained in the Con-
tract and are used to calculate the value of Variable Annu-
ity Payments, are based on an assumed interest rate of 4%.
If the actual net investment experience exactly equals the
assumed interest rate, then the Variable Annuity Payments
will remain the same (equal to the first Annuity Payment).
However, if actual investment experience exceeds the as-
sumed interest rate, the Variable Annuity Payments will in-
crease; conversely, they will decrease if the actual expe-
rience is lower.
If an Annuity Payment Option is chosen that depends on the
continuation of the life of the Annuitant or of a Joint An-
nuitant, proof of birth date may be required before Annuity
Payments begin. For Annuity Payment Options involving life
income, the actual age of the Annuitant or of a Joint Annu-
itant will affect the amount of each payment. Since pay-
ments to older Annuitants are expected to be fewer in num-
ber, the amount of each Annuity Payment shall be greater.
If at the time of any Annuity Payment the Contract Owner
has not provided the Company with a written election not to
have federal income taxes withheld, the Company must by law
withhold such taxes from the taxable portion of such Annu-
ity Payment and remit that amount to the federal govern-
ment.
The value of all payments, both fixed and variable, will be
greater for shorter guaranteed periods than for longer
guaranteed periods, and greater for life annuities than for
joint and survivor annuities, because they are expected to
be made for a shorter period.
After the Annuity Date, the Contract Owner may change the
Portfolio funding the Variable Annuity Payments, either by
written request or by calling the Variable Annuity Center
(1-800-258-4271). The method of computation of Variable An-
nuity Payments is described in more detail in the Statement
of Additional Information.
------------------------------------------------------------
DEFERMENT OF Payment of any cash withdrawal or lump-sum death benefit
PAYMENT due from the Separate Account will occur within seven days
from the date the election becomes effective, except that
the Company may be permitted to defer such payment if: (1)
the New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on the Exchange is other-
wise restricted; or (2) an emergency exists as defined by
the SEC, or the SEC requires that trading be restricted; or
(3) the SEC permits a delay for the protection of Contract
Owners.
- --------------------------------------------------------------------------------
24
<PAGE>
FEDERAL TAX CONSIDERATIONS
INTRODUCTION The ultimate effect of federal income taxes on the amounts
paid for the Contract, on the investment returns on assets
held under a Contract, on Annuity Payments, and on the eco-
nomic benefits to the Contract Owner, Annuitant or Benefi-
ciary, depends on the terms of the Contract, the Company's
tax status and upon the tax status of the individuals con-
cerned. The following discussion is general in nature and
is not intended as tax advice. You should consult a tax ad-
viser regarding the tax consequences of purchasing a Con-
tract. No attempt is made to consider any applicable state
or other tax laws. Moreover, the discussion is based upon
the Company's understanding of the federal income tax laws
as they are currently interpreted. No representation is
made regarding the likelihood of continuation of the fed-
eral income tax laws, the Treasury Regulations, or the cur-
rent interpretations by the Internal Revenue Service. We
reserve the right to make uniform changes on the Contract
to the extent necessary to continue to qualify the Contract
as an annuity. For a discussion of federal income taxes as
they relate to the Fund, please see the accompanying Pro-
spectus for the Fund.
------------------------------------------------------------
TAXATION OF Section 72 of the Code governs taxation of annuities. In
ANNUITIES IN general, a Contract Owner is not taxed on increases in
GENERAL value under a Contract until some form of withdrawal or
distribution is made under it. However, under certain cir-
cumstances, the increase in value may be subject to current
federal income tax. (See "Contracts Owned by Non-Natural
Persons" and "Diversification Standards", pages 27 and 28.)
Section 72 provides that the proceeds of a full or partial
withdrawal from a Contract prior to the Annuity Date will
be treated as taxable income to the extent the amounts held
under the Contract exceed the "investment in the Contract",
as that term is defined in the Code. The "investment in the
Contract" can generally be described as the cost of the
Contract, and generally constitutes all purchase payments
paid for the Contract less any amounts received under the
Contract that are excluded from the individual's gross in-
come. The taxable portion is taxed at ordinary income tax
rates. For purposes of this rule, a pledge or assignment of
a Contract is treated as a payment received on account of a
partial withdrawal of a Contract.
Upon receipt of a full or partial withdrawal or an Annuity
Payment under the Contract, you will be taxed if the value
of the Contract exceeds the investment in the Contract. Or-
dinarily, the taxable portion of such payments will be
taxed at ordinary income tax rates.
For Fixed Annuity Payments, in general, the taxable portion
of each payment is determined by using a formula known as
the "exclusion ratio", which establishes the ratio that the
investment in the Contract bears to the total expected
amount of Annuity Payments for the term of the Contract.
That ratio is then applied to each payment to determine the
non-taxable portion of the payment. The remaining portion
of each payment is taxed at ordinary income tax rates. For
Variable Annuity Payments, in general, the taxable portion
is determined by a formula that establishes a specific dol-
lar amount of each
25
<PAGE>
payment that is not taxed. The dollar amount is determined
by dividing the investment in the Contract by the total
number of expected periodic payments. The remaining portion
of each payment is taxed at ordinary income tax rates. Once
the excludible portion of Annuity Payments to date equals
the investment in the Contracts, the balance of the Annuity
Payments will be fully taxable.
Withholding of federal income taxes on all distributions
may be required unless the recipient elects not to have any
amounts withheld and properly notifies the Company of that
election.
With respect to amounts withdrawn or distributed before the
taxpayer reaches age 59 1/2, a penalty tax is imposed equal
to 10% of the taxable portion of amounts withdrawn or dis-
tributed. However, the penalty tax will not apply to with-
drawals: (i) made on or after the death of the Contract
Owner (or where the Contract Owner is not an individual,
the death of the primary Annuitant, who is defined as the
individual the events in whose life are of primary impor-
tance in affecting the timing and payment under the Con-
tract); (ii) attributable to the taxpayer's becoming disa-
bled within the meaning of Code Section 72(m)(7); (iii)
that are part of a series of substantially equal periodic
payments made at least annually for the life (or life ex-
pectancy) of the taxpayer, or joint lives (or joint life
expectancies) of the taxpayer and his Beneficiary; (iv)
from a qualified plan; (v) allocable to investment in the
Contract before August 14, 1982; (vi) under a qualified
funding asset (as defined in Code Section 130(d)); (vii)
under an immediate annuity contract as defined in Section
72(u)(4); or (viii) that are purchased by an employer on
termination of certain types of qualified plans and that
are held by the employer until the employee separates from
service. Other tax penalties may apply to certain distribu-
tions as well as to certain contributions and other trans-
actions under a qualified contract.
If the penalty tax does not apply to a withdrawal as a re-
sult of the application of item (iii) above, and the series
of payments are subsequently modified (other than by reason
of death or disability), the tax for the year in which the
modification occurs will be increased by an amount (as de-
termined under Treasury Regulations) equal to the tax that
would have been imposed but for item (iii) above, plus in-
terest for the deferral period. The foregoing rule applies
if the modification takes place (a) before the close of the
period that is five years from the date of the first pay-
ment and after the taxpayer attains age 59 1/2, or (b) be-
fore the taxpayer reaches age 59 1/2.
------------------------------------------------------------
THE COMPANY'S The Company is taxed as a life insurance company under Part
TAX STATUS I of Subchapter L of the Code. Since the Separate Account
is not a separate entity from the Company and its opera-
tions form a part of the Company, it will not be taxed sep-
arately as a "regulated investment company" under
Subchapter M of the Code. Investment income and realized
capital gains on the assets of the Separate Account are re-
invested and taken into account in determining the Accumu-
lation Value. Under existing federal income tax law, the
Separate Account's investment income, including realized
net capital gains, is not taxed
26
<PAGE>
to the Company. The Company reserves the right to make a
deduction for taxes should they be imposed with respect to
such items in the future.
------------------------------------------------------------
DISTRIBUTION-AT- In order to be treated as an annuity contract, a contract
DEATH RULES must, generally, provide the following two distribution
rules: (a) if any Contract Owner dies on or after the Annu-
ity Date and before the entire interest in the Contract has
been distributed, the remaining portion of such interest
must be distributed at least as quickly as the method in
effect on the Contract Owner's death; and (b) if any Con-
tract Owner dies before the Annuity Date, the entire inter-
est must generally be distributed within five years after
the date of death. To the extent such interest is payable
to a Designated Beneficiary, however, such interest may be
annuitized over the life of that Designated Beneficiary or
over a period not extending beyond the life expectancy of
that Beneficiary, so long as distributions commence within
one year after the Contract Owner's death. If the Desig-
nated Beneficiary is the spouse of the Contract Owner, the
Contract (together with the deferred tax on the accrued and
future income thereunder) may be continued unchanged in the
name of the spouse as Contract Owner. The term Designated
Beneficiary means the natural person named by the Contract
Owner as a beneficiary and to whom ownership of the Con-
tract passes by reason of the Contract Owner's death.
If the Contract Owner is not an individual, the "primary
Annuitant" (as defined under the Code) is considered the
Contract Owner. The primary Annuitant is the individual who
is of primary importance in affecting the timing or the
amount of payout under a Contract. In addition, when the
Contract Owner is not an individual, a change in the pri-
mary Annuitant is treated as the death of the Contract Own-
er. Finally, in the case of Joint Contract Owners, the dis-
tribution will be required at the death of the first of the
Contract Owners.
------------------------------------------------------------
TRANSFERS OF Any transfer of a non-qualified annuity Contract prior to
ANNUITY the Annuity Date for less than full and adequate considera-
CONTRACTS tion will generally trigger tax on the gain in the Contract
to the Contract Owner at the time of such transfer. The in-
vestment in the Contract of the transferee will be in-
creased by any amount included in the Contract Owner's in-
come. This provision, however, does not apply to those
transfers between spouses or incident to a divorce which
are governed by Code Section 1041(a).
------------------------------------------------------------
CONTRACTS OWNED Where the Contract is held by a non-natural person (for ex-
BY NON-NATURAL ample, a corporation), the Contract is generally not
PERSONS treated as an annuity contract for federal income tax pur-
poses, and the income on that Contract (generally the in-
crease in the net Accumulated Value less the payments) is
includible in taxable income each year. The rule does not
apply where the non-natural person is only a nominal owner
such as a trust or other entity acting as an agent for a
natural person. If an employer is the nominal owner of a
Contract, and the beneficial owners are employees, then the
Contract is not treated as being held by a non-natural per-
son. The rule also does not apply where the Contract is ac-
quired by the estate of a decedent, where the Contract is a
qualified funding asset for structured settlements, where
the Contract is purchased on behalf of
27
<PAGE>
an employee upon termination of a qualified plan, and in
the case of an immediate annuity.
------------------------------------------------------------
ASSIGNMENTS A transfer of ownership of a Contract, a collateral assign-
ment or the designation of an Annuitant or other Benefi-
ciary who is not also the Contract Owner may result in tax
consequences to the Contract Owner, Annuitant or Benefi-
ciary that are not discussed herein. A Contract Owner con-
templating such a transfer or assignment of a Contract
should contact a tax adviser with respect to the potential
tax effects of such a transaction.
------------------------------------------------------------
MULTIPLE All non-qualified annuity contracts issued by the same com-
CONTRACTS RULE pany (or affiliate) to the same Contract Owner during any
calendar year are to be aggregated and treated as one con-
tract for purposes of determining the amount includible in
the taxpayer's gross income. Thus, any amount received un-
der any Contract prior to the Contract's Annuity Date, such
as a partial withdrawal, will be taxable (and possibly sub-
ject to the 10% penalty tax) to the extent of the combined
income in all such contracts. The Treasury Department has
specific authority to issue regulations that prevent the
avoidance of Code Section 72(e) through the serial purchase
of annuity Contracts or otherwise. In addition, there may
be other situations in which the Treasury may conclude that
it would be appropriate to aggregate two or more Contracts
purchased by the same Contract Owner. Accordingly, a Con-
tract Owner should consult a tax adviser before purchasing
more than one Contract or other annuity contracts.
------------------------------------------------------------
DIVERSIFICATION To comply with certain diversification regulations (the
STANDARDS "Regulations"), which were issued in final form on March 2,
1989, under Code Section 817(h), after a start up period,
the Separate Account will be required to diversify its in-
vestments. The Regulations generally require that on the
last day of each quarter of a calendar year, no more than
55% of the value of the Separate Account is represented by
any one investment, no more than 70% is represented by any
two investments, no more than 80% is represented by any
three investments, and no more than 90% is represented by
any four investments. A "look-through" rule applies that
suggests that each Subaccount of the Separate Account will
be tested for compliance with the percentage limitations by
looking through to the assets of the Portfolio of the Fund
in which each such division invests. All securities of the
same issuer are treated as a single investment. As a result
of the 1988 Act, each government agency or instrumentality
will be treated as a separate issuer for purposes of those
limitations.
In connection with the issuance of temporary diversifica-
tion regulations in 1986, the Treasury announced that such
regulations did not provide guidance concerning the extent
to which Contract Owners may direct their investments to
particular divisions of a separate account. It is possible
that regulations or revenue rulings may be issued in this
area at some time in the future. It is not clear, at this
time, what these regulations or rulings would provide. It
is possible that when the regulations or rulings are is-
sued, the Contracts may need to be modified in order to re-
main in compliance. For these reasons, the Company reserves
the right to modify the Contracts, as necessary, to prevent
28
<PAGE>
the Contract Owner from being considered the owner of as-
sets of the Separate Account.
We intend to comply with the Regulations to assure that the
Contracts continue to be treated as annuity contracts for
federal income tax purposes.
------------------------------------------------------------
QUALIFIED Qualified Contracts to provide for retirement may generally
INDIVIDUAL be purchased only in connection with a "rollover" of funds
RETIREMENT from another individual retirement annuity (IRA) or quali-
ANNUITIES fied plan. IRA Contracts must contain special provisions
and are subject to limitations on contributions and the
timing of when distributions can be made. Tax penalties may
apply to contributions in excess of specified limits, loans
or reassignments, distributions that do not meet specified
requirements, or in other circumstances. Anyone desiring to
purchase a Qualified Contract should consult a personal tax
adviser.
- --------------------------------------------------------------------------------
GENERAL The Company retains the right, subject to any applicable
INFORMATION law, to make certain changes. The Company reserves the
right to eliminate the shares of any of the Portfolios and
ADDITIONS, to substitute shares of another Portfolio of the Fund, or
DELETIONS, OR of another registered open-end management investment compa-
SUBSTITUTIONS OF ny, if the shares of the Portfolios are no longer available
INVESTMENTS for investment, or, if in the Company's judgment, invest-
ment in any Portfolio would be inappropriate in view of the
purposes of the Separate Account. To the extent required by
the 1940 Act, substitutions of shares attributable to a
Contract Owner's interest in a Portfolio will not be made
until SEC approval has been obtained and the Contract Owner
has been notified of the change.
New Portfolios may be established when marketing, tax, in-
vestment, or other conditions so warrant. Any new Portfo-
lios will be made available to existing Contract Owners on
a basis to be determined by the Company. The Company may
also eliminate one or more Portfolios if marketing, tax,
investment or other conditions so warrant.
In the event of any such substitution or change, the Com-
pany may, by appropriate endorsement, make such changes in
the Contracts as may be necessary or appropriate to reflect
such substitution or change. Furthermore, if deemed to be
in the best interests of persons having voting rights under
the Contracts, the Separate Account may be operated as a
management company under the 1940 Act or any other form
permitted by law, may be deregistered under such Act in the
event such registration is no longer required, or may be
combined with one or more other separate accounts.
------------------------------------------------------------
DISTRIBUTOR OF The Vanguard Group, Inc., through its wholly owned subsidi-
THE CONTRACTS ary, Vanguard Marketing Corp., is the principal distributor
of the Contract. For these services, the Fund paid a fee of
less than .02% of the Fund's average net assets for the
1994 fiscal year. This fee is guaranteed not to exceed .20%
of the Fund's average annual net assets. A complete de-
scription of these services is found in the "Management of
the Fund" section of the Fund's Prospectus and in the
Fund's Statement of Additional Information.
------------------------------------------------------------
29
<PAGE>
VOTING RIGHTS The Fund does not hold regular meetings of shareholders.
The Directors of the Fund may call special meetings of
shareholders as may be required by the 1940 Act or other
applicable law. To the extent required by law, the Portfo-
lio shares held in the Separate Account will be voted by
the Company at shareholder meetings of the Fund in accor-
dance with instructions received from persons having voting
interests in the corresponding Portfolio. Fund shares as to
which no timely instructions are received or shares held by
the Company as to which Contract Owners have no beneficial
interest will be voted in proportion to the voting instruc-
tions that are received with respect to all Contracts par-
ticipating in that Portfolio. Voting instructions to ab-
stain on any item to be voted upon will be applied on a pro
rata basis to reduce the votes eligible to be cast.
The number of votes that are available to a Contract Owner
will be calculated separately for each Portfolio of the
Separate Account. That number will be determined by apply-
ing his or her percentage interest, if any, in a particular
Portfolio to the total number of votes attributable to the
Portfolio.
Prior to the Annuity Date, the Contract Owner holds a vot-
ing interest in each Portfolio to which the Accumulated
Value is allocated. The number of votes which are available
to a Contract Owner will be determined by dividing the Ac-
cumulated Value attributable to a Portfolio by the net as-
set value per share of the applicable Portfolio. After the
Annuity Date, the person receiving Annuity Payments under
any variable annuity option has the voting interest. The
number of votes after the Annuity Date will be determined
by dividing the reserve for such Contract allocated to the
Portfolio by the net asset value per share of the corre-
sponding Portfolio. After the Annuity Date, the votes at-
tributable to a Contract decrease as the reserves allocated
to the Portfolio decrease. In determining the number of
votes, fractional shares will be recognized.
The number of votes of the Portfolio that are available
will be determined as of the date coincident with the date
established by that Portfolio for determining shareholders
eligible to vote at the meeting of the Fund. Voting in-
structions will be solicited by written communication prior
to such meeting in accordance with procedures established
by the Fund.
------------------------------------------------------------
AUDITORS Ernst & Young LLP serves as independent auditors for the
Separate Account and the Company and will audit their fi-
nancial statements annually.
------------------------------------------------------------
LEGAL MATTERS Jorden Burt & Berenson, of Washington, DC, has provided le-
gal advice relating to the federal securities laws applica-
ble to the issue and sale of the Contracts. All matters of
New York law pertaining to the validity of the Contract and
the Company's right to issue such Contracts have been
passed upon by Robert L. Maddox, Esquire, on behalf of the
Company.
- --------------------------------------------------------------------------------
30
<PAGE>
TABLE OF CONTENTS FOR THE VANGUARD VARIABLE ANNUITY PLAN CONTRACT STATEMENT OF
ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE CONTRACT............................................................. 2
Computation of Variable Annuity Income Payments......................... 2
Exchanges............................................................... 3
Joint Annuitant......................................................... 3
GENERAL MATTERS.......................................................... 3
Non-Participating....................................................... 3
Misstatement of Age or Sex.............................................. 3
Assignment.............................................................. 4
Annuity Data............................................................ 4
Annual Report........................................................... 4
Incontestability........................................................ 4
Ownership............................................................... 4
DISTRIBUTION OF THE CONTRACT............................................. 4
PERFORMANCE INFORMATION.................................................. 4
Money Market Subaccount Yields.......................................... 5
30-Day Yield for Non-Money Market Subaccounts........................... 5
Average Annual Total Return for Non-Money Market Subaccounts............ 5
SAFEKEEPING OF ACCOUNT ASSETS............................................ 7
THE COMPANY.............................................................. 7
STATE REGULATION......................................................... 7
RECORDS AND REPORTS...................................................... 7
LEGAL PROCEEDINGS........................................................ 8
OTHER INFORMATION........................................................ 8
FINANCIAL STATEMENTS..................................................... 8
Audited Financial Statements............................................ 8
</TABLE>
31
<PAGE>
FIRST PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF ADDITIONAL INFORMATION
FOR THE
VANGUARD VARIABLE ANNUITY PLAN CONTRACT
OFFERED BY
FIRST PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
(A NEW YORK STOCK COMPANY)
ADMINISTRATIVE OFFICES
520 COLUMBIA DRIVE
JOHNSON CITY, NEW YORK 13790
----------------
This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Vanguard Variable Annuity Plan Contract (the
"Contract") offered by First Providian Life & Health Insurance Company (the
"Company"). You may obtain a copy of the Prospectus dated April 28, 1995; Re-
vised July 1, 1995, by calling 1-800-522-5555, or writing to Vanguard Variable
Annuity Plan, P.O. Box 2600, Valley Forge, Pa 19482. Terms used in the current
Prospectus for the Contract are incorporated in this Statement.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.
APRIL 28, 1995; REVISED JULY 1, 1995
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
----------------- ----
<S> <C>
THE CONTRACT............................................................. B-2
Computation of Variable Annuity Income Payments......................... B-2
Exchanges............................................................... B-3
Joint Annuitant......................................................... B-3
GENERAL MATTERS.......................................................... B-3
Non-Participating....................................................... B-3
Misstatement of Age or Sex.............................................. B-3
Assignment.............................................................. B-4
Annuity Data............................................................ B-4
Annual Report........................................................... B-4
Incontestability........................................................ B-4
Ownership............................................................... B-4
DISTRIBUTION OF THE CONTRACT............................................. B-4
PERFORMANCE INFORMATION.................................................. B-4
Money Market Subaccount Yields.......................................... B-5
30-Day Yield for Non-Money Market Subaccounts........................... B-5
Average Annual Total Return for Non-Money Market Subaccounts............ B-5
SAFEKEEPING OF ACCOUNT ASSETS............................................ B-7
THE COMPANY.............................................................. B-7
STATE REGULATION......................................................... B-7
RECORDS AND REPORTS...................................................... B-7
LEGAL PROCEEDINGS........................................................ B-8
OTHER INFORMATION........................................................ B-8
FINANCIAL STATEMENTS..................................................... B-8
Audited Financial Statements............................................ B-8
</TABLE>
B-1
<PAGE>
THE CONTRACT
In order to supplement the description in the Prospectus, the following pro-
vides additional information about the Contract which may be of interest to
Contract Owners.
COMPUTATION OF VARIABLE ANNUITY INCOME PAYMENTS
Variable Annuity Income Payments are computed as follows. First, the Accumu-
lated Value (or the portion of the Accumulated Value used to provide variable
payments) is applied under the Annuity Table contained in the Contract corre-
sponding to the Annuity Option elected by the Contract Owner and based on an
assumed interest rate of 4%. This will produce a dollar amount which is the
first monthly payment. The Company may, at the time Annuity Income Payments
are computed, offer more favorable rates in lieu of the guaranteed rates spec-
ified in the Annuity Table.
The amount of each Annuity Payment after the first is determined by means of
Annuity Units. The number of Annuity Units is determined by dividing the first
Annuity Payment by the Annuity Unit value for the selected Subaccount on the
Annuity Date. The number of Annuity Units for the Subaccount then remains
fixed, unless an exchange of Annuity Units (as set forth below) is made. After
the first Annuity Payment, the dollar amount of each subsequent Annuity Pay-
ment is equal to the number of Annuity Units multiplied by the Annuity Unit
value for the Subaccount on the due date of the Annuity Payment.
The Annuity Unit value for each Subaccount was initially established at
$10.00 on the day money was first deposited in that Subaccount. The Annuity
Unit value for any subsequent Business Day is equal to (a) times (b) times
(c), where:
(a) the Annuity Unit value for the immediately preceding Business Day;
(b) the Net Investment Factor for the day;
(c) the investment result adjustment factor (.99989255 per day), which recog-
nizes an assumed interest rate of 4% per year used in determining the An-
nuity Payment amounts.
The Net Investment Factor is a factor applied to a Subaccount that reflects
daily changes in the value of the Subaccount due to:
(a) any increase or decrease in the value of the Subaccount due to investment
results;
(b) a daily charge for the mortality and expense risks assumed by the Company
corresponding to an annual rate according to the following schedule:
<TABLE>
<CAPTION>
NET ASSETS* RATE
----------- ------
<S> <C>
First $500 Million................................................... 0.450%
Next $250 Million.................................................... 0.400%
Next $250 Million.................................................... 0.375%
Next $250 Million.................................................... 0.350%
Next $250 Million.................................................... 0.325%
Over $1.5 Billion.................................................... 0.300%
</TABLE>
* Based on combined net assets of the Separate Account and Separate Account
IV of Providian Life & Health Insurance Company.
(c) a daily charge for the cost of administering the Contract corresponding
to an annual charge of .10%.
(d) an annual charge of $25 for maintenance of Contracts valued at less than
$25,000 at the time of initial purchase and on the last business day of
each year.
B-2
<PAGE>
The Annuity Tables contained in the Contract are based on the 1983 Table "A"
Mortality Table projected for mortality improvement to the year 2000 using
Projection Scale G and an interest rate of 4% a year.
EXCHANGES
After the Annuity Date, if a Variable Annuity Option has been chosen, the
Contract Owner may, by telephone or written request, exchange the current
value of the existing Subaccount to Annuity Units of any other Subaccount then
available. The request for the exchange must be received, however, at least 10
Business Days prior to the first payment date on which the exchange is to take
effect. This exchange shall result in the same dollar amount of Annuity Pay-
ment on the date of exchange. The Contract Owner is limited to two substantive
exchanges (at least 30 days apart) in any Contract Year, and the value of the
Annuity Units exchanged must provide a monthly Annuity Payment of at least
$100 at the time of the exchange.
Exchanges will be made using the Annuity Unit value for the Subaccounts on
the date the request for exchange is received by the Administrator. On the ex-
change date, the Company will: establish a value for the current Subaccount by
multiplying the Annuity Unit value by the number of Annuity Units in the ex-
isting Subaccount, and compute the number of Annuity Units for the new
Subaccount by dividing the Annuity Unit value of the new Subaccount into the
value previously calculated for the existing Subaccount.
JOINT ANNUITANT
The Contract Owner may, in the Contract Application or by written request at
least 30 days prior to the Annuity Date, name a Joint Annuitant. Such Joint
Annuitant must meet the Company's underwriting requirements. If approved by
the Company, the Joint Annuitant shall be named on the Contract Schedule or
added by endorsement. An Annuitant or Joint Annuitant may not be replaced.
The Annuity Date shall be determined based on the date of birth of the Annui-
tant. If the Annuitant or Joint Annuitant dies prior to the Annuity Date, the
survivor shall be the sole Annuitant. Another Joint Annuitant may not be des-
ignated. Payment to a Beneficiary shall not be made until the death of the
surviving Annuitant.
GENERAL MATTERS
NON-PARTICIPATING
The Contracts are non-participating. No dividends are payable and the Con-
tracts will not share in the profits or surplus earnings of the Company.
MISSTATEMENT OF AGE OR SEX
The Company may require proof of age and sex before making Annuity Payments.
If the Annuitant's stated age, sex or both in the Contract are incorrect, the
Company will change the Annuity Benefits payable to those which the Purchase
Payments would have purchased for the correct age and sex. In the case of cor-
rection of the stated age or sex after payments have commenced, the Company
will: (1) in the case of underpayment, pay the full amount due with the next
payment; or (2) in the case of overpayment, deduct the amount due from one or
more future payments.
B-3
<PAGE>
ASSIGNMENT
Any Nonqualified Contract may be assigned by the Contract Owner prior to the
Annuity Date and during the Annuitant's lifetime. The Company is not responsi-
ble for the validity of any assignment. No assignment will be recognized until
the Company receives written notice thereof. The interest of any Beneficiary
which the assignor has the right to change shall be subordinate to the inter-
est of an assignee. Any amount paid to the assignee shall be paid in one sum,
notwithstanding any settlement agreement in effect at the time assignment was
executed. The Company shall not be liable as to any payment or other settle-
ment made by the Company before receipt of written notice.
ANNUITY DATA
The Company will not be liable for obligations which depend on receiving in-
formation from a Payee until such information is received in a form satisfac-
tory to the Company.
ANNUAL REPORT
Once each Contract Year, the Company will send the Contract Owner an annual
report of the current Accumulated Value allocated to each Subaccount; and any
Purchase Payments, charges, exchanges or withdrawals during the year. This re-
port will also give the Contract Owner any other information required by law
or regulation. The Contract Owner may ask for a report like this at any time.
INCONTESTABILITY
This Contract is incontestable from the Contract Date, subject to the "Mis-
statement of Age or Sex" provision.
OWNERSHIP
The Owner of the Contract on the Contract Date is the Annuitant, unless oth-
erwise specified in the application. The Owner may specify a new Owner by
written notice at any time thereafter. The term Owner also includes any person
named as a Joint Owner. A Joint Owner shares ownership in all respects with
the Owner. During the Annuitant's lifetime all rights and privileges under
this Contract may be exercised solely by the Owner. Upon the death of the Own-
er(s), Ownership is retained by the surviving Joint Owner or passes to the
Owner's Designated Beneficiary, if one has been designated by the Owner. If no
Owner's Designated Beneficiary is designated or if no Owner's Designated Bene-
ficiary is living, the Owner's Designated Beneficiary is the Owner's estate.
From time to time the Company may require proof that the Owner is still liv-
ing.
DISTRIBUTION OF THE CONTRACT
The Vanguard Group, Inc. through its wholly-owned subsidiary, Vanguard Mar-
keting Corporation, will be the principal distributor of the Contracts. For
these services, the Fund paid a fee of .02% of the Funds' average net assets
for the fiscal year ended September 30, 1994. This fee is guaranteed not to
exceed .20% of the Fund's average annual net assets. A complete description of
these services is found in the "Management of the Fund" section of the Fund's
Prospectus and in the Fund's Statement of Additional Information.
PERFORMANCE INFORMATION
Performance information for the Subaccounts including the yield and effective
yield of the Money Market Subaccount, the yield of the remaining Subaccounts,
and the total return of all Subaccounts, may appear in reports or promotional
literature to current or prospective Contract Owners.
B-4
<PAGE>
MONEY MARKET SUBACCOUNT YIELDS
Current yield for the Money Market Subaccount will be based on the change in
the value of a hypothetical investment (exclusive of capital changes) over a
particular 7-day period, less a pro-rata share of Subaccount expenses accrued
over that period (the "base-period"), and stated as a percentage of the in-
vestment at the start of the base period (the "base period return"). The base
period return is then annualized by multiplying by 365/7, with the resulting
yield figure carried to at least the nearest hundredth of one percent. Calcu-
lation of "effective yield" begins with the same "base period return" used in
the calculation of yield, which is then annualized to reflect weekly com-
pounding pursuant to the following formula:
Effective Yield = [((Base Period Return) +1) /365 divided by 7/]-1
The yield of the Money Market Subaccount for the 7-day period ended December
30, 1994, is 5.24%.
30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS
Quotations of yield for the remaining Subaccounts will be based on all in-
vestment income per Unit earned during a particular 30-day period, less ex-
penses accrued during the period ("net investment income"), and will be com-
puted by dividing net investment income by the value of a Unit on the last day
of the period, according to the following formula:
YIELD = 2[(a-b + 1)/6/ - 1]
c X d
Where:
[a] equals the net investment income earned during the period by the Series
attributable to shares owned by a Subaccount
[b] equals the expenses accrued for the period (net of reimbursements)
[c] equals the average daily number of Units outstanding during the period
[d] equals the maximum offering price per Accumulation Unit on the last day
of the period
Yield on the Subaccount is earned from the increase in net asset value of
shares of the Series in which the Subaccount invests and from dividends de-
clared and paid by the Series, which are automatically reinvested in shares of
the Series.
The yield of each Subaccount for the 30-day period ended December 30, 1994,
is set forth below. Yields are calculated daily for each Subaccount. Premiums
and discounts on asset-backed securities are not amortized. The International
Subaccount had no operations during the Period.
<TABLE>
<S> <C>
High-Grade Bond Subaccount............................................. 7.25%
Balanced Subaccount.................................................... 4.52%
Equity Index Subaccount................................................ 2.35%
Equity Income Subaccount............................................... 4.40%
Growth Subaccount...................................................... 1.23%
International Subaccount............................................... N/A
</TABLE>
AVERAGE ANNUAL TOTAL RETURN FOR NON-MONEY MARKET SUBACCOUNTS
Quotations of average annual total return for any Subaccount will be ex-
pressed in terms of the average annual compounded rate of return of a hypo-
thetical investment in a Contract over a period of one, five and 10 years (or,
if less, up to the life of the Subaccount), calculated pursuant to the formu-
la:
P(1 + T)/n/ = ERV
B-5
<PAGE>
Where:
(1) [P] equals a hypothetical Initial Purchase Payment of $1,000
(2) [T] equal an average annual total return
(3) [n] equals the number of years
(4) [ERV] equals the ending redeemable value of a hypothetical $1,000 Pur-
chase Payment made at the beginning of the period (or fractional portion
thereof)
The average annual total return of each for one year and the period since in-
ception, is set forth below:
<TABLE>
<CAPTION>
YEAR ENDED SINCE
12/30/94 INCEPTION
---------- ---------
<S> <C> <C>
High-Grade Bond Subaccount.............................. -3.19% 5.77%*
Balanced Subaccount..................................... -1.13% 7.11%*
Equity Index Subaccount................................. 0.61% 7.90%*
Equity Income Subaccount................................ -1.76% 1.92%*
Growth Subaccount....................................... 3.74% 6.05%*
International Subaccount................................ -- 1.28%*
</TABLE>
- --------
* Since Inception:
Equity Index Subaccount and High-Grade Bond Subaccount--December 16, 1992
Balanced Subaccount--December 16, 1992
Equity Income Subaccount and Growth Subaccount--June 7, 1993
International Subaccount--June 3, 1994
All total return figures reflect the deduction of the administrative charge,
and the mortality and expense risk charge. The SEC requires that an assumption
be made that the Contract Owner surrenders the entire Contract at the end of
the 1, 5 and 10 year periods (or, if less, up to the life of the Subaccount)
for which performance is required to be calculated.
Performance information for a Subaccount may be compared, in reports and pro-
motional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), Donoghue Money Market Institu-
tional Averages, or other indices that measure performance of a pertinent
group of securities so that investors may compare a Subaccount's results with
those of a group of securities widely regarded by investors as representative
of the securities markets in general; (ii) other groups of variable annuity
separate accounts or other investment products tracked by Lipper Analytical
Services, a widely used independent research firm which ranks mutual funds and
other investment companies by overall performance, investment objectives, and
assets, or tracked by other services, companies, publications, or persons who
rank such investment companies on overall performance or other criteria; and
(iii) the Consumer Price Index (measure for inflation) to assess the real rate
of return from an investment in the Contract. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for adminis-
trative and management costs and expenses.
Performance information for any Subaccount reflects only the performance of a
hypothetical Contract under which Accumulation Value is allocated to a
Subaccount during a particular time period on which the calculations are
based. Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the portfolio of the
Fund in which the Subaccount invests, and the market conditions during the
given time period, and should not be considered as a representation of what
may be achieved in the future.
B-6
<PAGE>
Reports and promotional literature may also contain other information includ-
ing (i) the ranking of any Subaccount derived from rankings of variable annu-
ity separate accounts or other investment products tracked by Lipper Analyti-
cal Services or by other rating services, companies, publications, or other
persons who rank separate accounts or other investment products on overall
performance or other criteria, and (ii) the effect of tax deferred compounding
on a Subaccount's investment returns, or returns in general, which may be il-
lustrated by graphs, charts, or otherwise, and which may include a comparison,
at various points in time, of the return from an investment in a Contract (or
returns in general) on a tax-deferred basis (assuming one or more tax rates)
with the return on a taxable basis.
SAFEKEEPING OF ACCOUNT ASSETS
Title to assets of the Separate Account is held by the Company. The assets
are kept physically segregated and held separate and apart from the Company's
general account assets. Records are maintained of all purchases and redemp-
tions of eligible Portfolio shares held by each of the Subaccounts.
THE COMPANY
All the stock of the Company is owned by National Liberty Life Insurance Com-
pany, which is a subsidiary of Providian Life & Health Insurance Company, a
Missouri insurance company ("PLH"). PLH is owned by Capital Liberty, L.P., a
limited partnership, which is owned, directly and indirectly, by Providian
Corporation. A 50% interest in Capital Liberty, L.P., is owned by Providian
Corporation, which is the general partner, and 40% and 10% interests, respec-
tively, are held by two limited partners, Commonwealth Life Insurance Company
and Peoples Security Life Insurance Company, which are both wholly owned by
Providian Corporation.
STATE REGULATION
The Company is a stock life insurance company organized under the laws of the
State of New York, and is subject to regulation by the New York State Depart-
ment of Insurance. An annual statement is filed with the New York
Superintendant of Insurance on or before March 1 of each year covering the op-
erations and reporting on the financial condition of the Company as of Decem-
ber 31 of the preceding calendar year. Periodically, the New York
Superintendant of Insurance examines the financial condition of the Company,
including the liabilities and reserves of the Separate Account.
The availability of certain contract rights and provisions depends on state
approval and/or filing and review processes. Where required by state law or
regulation, the Contracts will be modified accordingly.
RECORDS AND REPORTS
All records and accounts relating to the Separate Account will be maintained
by the Company or by its Administrator. As presently required by the Invest-
ment Company Act of 1940 and regulations promulgated thereunder, the Company
will mail to all Contract Owners at their last known address of record, at
least semiannually, reports containing such information as may be required un-
der that Act or by any other applicable law or regulation.
B-7
<PAGE>
LEGAL PROCEEDINGS
There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. The Company is not in-
volved in any litigation that is of material importance in relation to its to-
tal assets or that relates to the Separate Account.
OTHER INFORMATION
A Registration Statement has been filed with the Securities and Exchange Com-
mission, under the Securities Act of 1933 as amended, with respect to the Con-
tracts discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in this Statement of Additional Information. State-
ments contained in this Statement of Additional Information concerning the
content of the Contracts and other legal instruments are intended to be summa-
ries. For a complete statement of the terms of these documents, reference
should be made to the instruments filed with the Securities and Exchange Com-
mission.
FINANCIAL STATEMENTS
The audited financial statements of the Separate Account for the years ended
December 31, 1994 and December 31, 1993, respectively, including the Report of
Independent Auditors thereon, are included in this Statement of Additional In-
formation.
The audited, statutory-basis financial statements of the Company for the
years ended December 31, 1994 and December 31, 1993, respectively, including
the Report of Independent Auditors thereon, which are also included in this
Statement of Additional Information, should be distinguished from the finan-
cial statements of the Separate Account and should be considered only as bear-
ing on the ability of the Company to meet its obligations under the Contracts.
They should not be considered as bearing on the investment performance of the
assets held in the Separate Account.
B-8
<PAGE>
FIRST PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT B
PROSPECTUS SUPPLEMENT
JULY 1, 1995
The toll-free number for the Vanguard Tele-Account Service listed on page 7 of
the Vanguard Variable Annuity Plan Prospectus (see the section entitled
"Automated Quotes") cannot be used to access Variable Annuity Plan information
at this time. For automated quotes on the Variable Annuity Plan, please call
the Vanguard Tele-Account Service at 1-800-814-6210.
PSPB
