PROVIDIAN LIFE & HEALTH INSURANCE CO SEPARATE ACCOUNT IV
485BPOS, 1997-11-17
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<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1997. 
 
                                                       REGISTRATION NO. 33-36073
 
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                                    FORM N-4
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          Pre-Effective Amendment No.
                                                                             [X]
                      Post-Effective Amendment No. 9 
                                    
                                    and 
     
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 
                                                                             [X]
                             Amendment No. 10 
 
         PROVIDIAN LIFE & HEALTH INSURANCE COMPANY SEPARATE ACCOUNT IV
                           (Exact Name of Registrant)
 
                   Providian Life & Health Insurance Company
                              (Name of Depositor)
 
                   20 Moores Road Frazer, Pennsylvania 19355
              (Address of Depositor's Principal Executive Office)
 
                  Depositor's Telephone Number: (800) 523-7900
                 
                 Providian Life & Health Insurance Company 
                       
                       Kimberly A. Scouller, Esquire 
                                Providian Center
                                 P.O. Box 32830
                             400 West Market Street
                              Louisville, KY 40232
                    (Name and Address of Agent for Service)
 
                                    Copy to:
                           Michael Berenson, Esquire
                       Jorden Burt Berenson & Johnson LLP
                   1025 Thomas Jefferson St. N.W. Suite 400 E
                           Washington, DC 20007-0805
 
It is proposed that this filing will become effective (check appropriate box):
  
  [_] Immediately upon filing pursuant to paragraph (b) of Rule 485. 
  
  [X] On December 1, 1997 pursuant to paragraph (b)(1)(v) of Rule 485. 
  
  [_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.     
 
  [_] On      pursuant to paragraph (a)(1) of Rule 485.
 
  [_] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
 
  [_] On      pursuant to paragraph (a)(2) of Rule 485.
 
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant
registered an indefinite amount of Securities being offered. Registrant filed
the 24f-2 notice for the fiscal year ended December 31, 1996, on February 27,
1997.
 
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<PAGE>
 
                              PURSUANT TO RULE 481
 
               SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B
             (STATEMENT OF ADDITIONAL INFORMATION) OF REGISTRATION
                 STATEMENT OF INFORMATION REQUIRED BY FORM N-4
 
                                     PART A
 
<TABLE>   
<CAPTION>
 ITEM OF
 FORM N-4                                      PROSPECTUS CAPTION
 <C>      <S>                                  <C>
    1.    Cover Page........................   Cover Page
    2.    Definitions.......................   Glossary
    3.    Synopsis..........................   Highlights; Fee Table
    4.    Condensed Financial Information...   Condensed Financial Information
    5.    General Description of Registrant,
          Depositor, and Portfolio             Providian Life & Health Insurance
          Companies.........................   Company; Providian Life & Health
                                               Insurance Company Separate
                                               Account IV; The Vanguard Variable
                                               Insurance Fund; Voting Rights
    6.    Deductions and Expenses...........   Charges and Deductions; Taxes;
                                               Vanguard Variable Insurance Fund;
                                               Expenses
    7.    General Description of Variable
          Annuity Contracts.................   Contract Features; Distribution
                                               at Death Rules; Voting Rights;
                                               Allocation of Purchase Payments;
                                               Exchanges Among the Portfolios;
                                               Additions, Deletions, or
                                               Substitutions of Investments
    8.    Annuity Period....................   Annuity Payment Options
    9.    Death Benefit.....................   Death of Annuitant Prior to
                                               Annuity Date
   10.    Purchases and Contract Value......   Contract Application and Purchase
                                               Payments; Accumulated Value
   11.    Redemptions.......................   Full and Partial Withdrawals;
                                               Annuity Payment Options; Free
                                               Look Period
   12.    Taxes.............................   Federal Tax Considerations
   13.    Legal Proceedings.................   Part B: Legal Proceedings
   14.    Table of Contents for the
          Statement of Additional              Table of Contents for the
          Information.......................   Vanguard Variable Annuity Plan
                                               Contract Statement of Additional
                                               Information
 
                                     PART B
<CAPTION>
 ITEM OF                                       STATEMENT OF ADDITIONAL
 FORM N-4                                      INFORMATION CAPTION
 <C>      <S>                                  <C>
   15.    Cover Page........................   Cover Page
   16.    Table of Contents.................   Table of Contents
   17.    General Information and History...   The Company
   18.    Services..........................   Part A: Auditors; Safekeeping of
                                               Account Assets; Distribution of
                                               the Contract
   19.    Purchase of Securities Being
          Offered...........................   Distribution of the Contract
   20.    Underwriters......................   Distribution of the Contract
   21.    Calculation of Performance Data...   Performance Information;
                                               Additional Performance Measures
   22.    Annuity Payments..................   Computations of Variable Annuity
                                               Income Payments
   23.    Financial Statements..............   Financial Statements
</TABLE>    
<PAGE>
 
                   PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
                              SEPARATE ACCOUNT IV
                                  PROSPECTUS
                                    FOR THE
                    VANGUARD VARIABLE ANNUITY PLAN CONTRACT
 
                                  OFFERED BY
                   PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
                          (A MISSOURI STOCK COMPANY)
                                
                             DECEMBER 1, 1997     
 
  The Vanguard Variable Annuity Plan Contract (the "Contract"), offered
through Providian Life & Health Insurance Company (the "Company"), provides a
vehicle for investing on a tax-deferred basis in nine 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 (30 days or more in
some instances), during which you may cancel your investment in the Contract.
 
  Your Purchase Payments for the Contract may be allocated among nine
Subaccounts of Providian Life & Health Insurance Company Separate Account IV
(the "Separate Account"). Assets of each Subaccount are invested in corre-
sponding Portfolios of Vanguard Variable Insurance Fund (the "Fund"), an open-
end, diversified investment company offered by The Vanguard Group, Inc. The
Fund currently offers nine Portfolios: the Money Market Portfolio, the High-
Grade Bond Portfolio, the Balanced Portfolio, the Equity Index Portfolio, the
Equity Income Portfolio, the Growth Portfolio, the International Portfolio,
the High Yield Bond Portfolio, and the Small Company Growth Portfolio. Net
Purchase Payments are automatically allocated to the Money Market Portfolio
until the end of your Free Look Period, and are subsequently allocated accord-
ing 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 par-
tial 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 sub-
ject 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 re-
ceived 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 Vanguard
Variable Insurance Fund. Please read both Prospectuses carefully and retain
them for future reference. A Statement of Additional Information for the Con-
tract 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 State-
 ments..............  11
Yield and Total Re-
 turn...............  11
The Company and the
 Separate Account...  12
Vanguard Variable
 Insurance Fund.....  12
</TABLE>    
<TABLE>   
<CAPTION>
                      Page
<S>                   <C>
CONTRACT FEATURES...   15
Free Look Period....   15
Contract Application
 and Purchase
 Payments...........   15
Allocation of
 Purchase Payments..   17
Charges and Deduc-
 tions..............   17
Accumulated Value...   19
Dividends and Capi-
 tal Gains Treat-
 ment...............   20
Exchanges Among the
 Portfolios.........   20
</TABLE>    
<TABLE>   
<CAPTION>
                      Page
<S>                   <C>
Full and Partial
 Withdrawals........   21
IRS-Required Distri-
 butions............   22
Minimum Balance
 Requirements.......   23
Designation of a
 Beneficiary........   23
Death of Annuitant
 Prior to Annuity
 Date...............   24
Annuity Date........   24
Annuity Payment Op-
 tions..............   25
FEDERAL TAX
 CONSIDERATIONS.....   27
General Information.   31
</TABLE>    
 
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                 The Contract is not available in all States.
 
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 VARIABLE     The Contract provides a vehicle for investing on a tax-
ANNUITY PLAN          deferred basis in nine Portfolios offered by The Van-
CONTRACT              guard Group, Inc. Monies may be subsequently withdrawn
                      from the Contract either as a lump sum or as an annuity
                      income. Because Accumulated Values and, to the extent
                      Variable Annuity Payments are selected, Annuity Payments
                      depend on the investment experience of the selected
                      Portfolios, you bear all investment risk for monies in-
                      vested under the Contract. The investment performance of
                      the Portfolios is not guaranteed.
 
- -------------------------------------------------------------------------------
 
WHO SHOULD INVEST     The Contract is designed for investors seeking long-
                      term, tax-deferred accumulation of funds, generally for
                      retirement but also for other long-term investment pur-
                      poses. The tax-deferred feature of the Contract is most
                      attractive to investors in high federal and state mar-
                      ginal tax brackets who have exhausted other avenues of
                      tax deferral, such as "pre-tax" contributions to employ-
                      er-sponsored retirement or savings plans. The Contract
                      is intended for long- term investors.
 
- -------------------------------------------------------------------------------
 
INVESTMENT CHOICES    Your investment in the Contract may be allocated among
                      several Subaccounts of the Separate Account. The
                      Subaccounts in turn invest exclusively in the nine Port-
                      folios of Vanguard Variable Insurance Fund. The Fund, a
                      member of The Vanguard Group of Investment Companies,
                      offers nine Portfolios: the Money Market Portfolio, the
                      High-Grade Bond Portfolio, the Balanced Portfolio, the
                      Equity Index Portfolio, the Equity Income Portfolio, the
                      Growth Portfolio, the International Portfolio, the High
                      Yield Bond Portfolio, and the Small Company Growth Port-
                      folio. The assets of each Portfolio are separate, and
                      each Portfolio has distinct investment objectives and
                      policies as described in the accompanying Fund
                      Prospectus.                                       PAGE 13
 
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FREE LOOK PERIOD      The Contract provides a Free Look Period for a minimum
                      of 10 days (30 or more days in some instances as speci-
                      fied in your Contract) 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 Pay-
                      ments and any corresponding appreciation credited to
                      your account.                                     PAGE 15
 
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HOW TO INVEST         To invest in the Contract, please complete the accompa-
                      nying application form. The minimum Initial Purchase
                      Payment is $5,000; the minimum Portfolio balance is
                      $1,000; and subsequent Purchase Payments must be at
                      least $250. You may make subsequent Purchase Payments at
                      any time before the Contract's Annuity Date, as long as
                      the Annuitant or Joint Annuitant specified in the Con-
                      tract is living. Please note that when purchasing a Con-
                      tract, the Annuitant you name, and the Joint Annuitant
                      if applicable, must be 75 years of age or less.   PAGE 15
 
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                                                                              3
<PAGE>
 
ALLOCATION OF            
PURCHASE PAYMENTS     Your Net Purchase Payments are initially allocated to
                      the Money Market Portfolio when your Contract is issued.
                      At the end of the Free Look Period, and a 5-day grace
                      period, the then-current Accumulated Value of your Con-
                      tract is allocated among the Portfolios of the Fund in
                      accordance with your application instructions. Requests
                      to change the allocation of subsequent Net Purchase Pay-
                      ments may be made in writing, or by telephone if you
                      have completed the Authorization Form.       PAGE 17     
 
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CHARGES AND           The Contract imposes no sales charges. The costs of the
DEDUCTIONS UNDER      Contract include mortality and expense risk charges,
THE CONTRACT          maintenance and administrative charges which cover the
                      cost of administering the Contract, and management, ad-
                      visory and other fees, which reflect the costs of Van-
                      guard Variable Insurance Fund. There are no charges un-
                      der the Contract for withdrawals, although withdrawals
                      made prior to age 59 1/2 may be subject to a 10% penalty
                      tax.                                              PAGE 17
 
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EXCHANGES             You may make exchanges among the Fund's Portfolios sub-
                      ject to certain restrictions on excess exchange activi-
                      ty. These restrictions do not apply, however, to non-
                      substantive exchanges 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 20
 
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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 later). You may establish systematic withdrawals from
                      your Contract, and receive distributions at regular in-
                      tervals. Withdrawals made prior to age 59 1/2 may be
                      subject to a 10% penalty tax.                     PAGE 21
 
- -------------------------------------------------------------------------------
 
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 Accumu-
                      lated Value of the Contract or the sum of all Purchase
                      Payments (less any partial withdrawals and premium tax-
                      es). Your Beneficiary may elect to receive these pro-
                      ceeds as a lump sum or as Annuity Payments.       PAGE 23
 
- -------------------------------------------------------------------------------
 
ANNUITY PAYMENT       Beginning on the Annuity Date, you may withdraw monies
OPTIONS               from the Contract in the form of an annuity income. As
                      the Contract 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 particular needs. Annuity Payments may be re-
                      ceived for a designated period or for life (for either a
                      single or joint life), with or without a guaranteed num-
                      ber of payments. Annuity Payments can be fixed, or can
                      vary with the investment performance of a Portfolio of
                      the Fund. You may elect a lump-sum payment prior to the
                      Annuity Date in lieu of Annuity Payments.         PAGE 24
 
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4
<PAGE>
 
CONTRACT AND          If you have questions about your Contract, please tele-
POLICYHOLDER          phone the Vanguard Variable Annuity Center (1-800-462-
INFORMATION           2391). Please have ready the Contract number and the
                      Contract Owner's name when you call. As Contract Owner,
                      you will receive 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, except for Premium
                      Taxes that may be assessed by your state (see "Charges
                      and Deductions"). The expenses and fees shown are for
                      the Fund's and the Separate Account's 1996 fiscal years.
                      The expenses and fees shown for the High Yield Bond
                      Portfolio and the Small Company Growth Portfolio are the
                      annualized expenses and fees incurred since June 3, 1996
                      to December 31, 1996. The purpose of this table is to
                      assist you in understanding the various costs and ex-
                      penses that you would bear directly or indirectly as a
                      purchaser of the Contract. The fee table reflects ALL
                      expenses for both the Separate Account and the Fund. For
                      a complete discussion of contract costs and expenses,
                      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 Contract 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**.........................   .28%
             Administrative Expense Charge...............................   .10%
                                                                            ---
               TOTAL ANNUAL SEPARATE ACCOUNT EXPENSES....................   .38%
                                                                            ===
</TABLE>    
                         
                      ** This charge is currently reduced to 0.28% of all as-
                       sets when net assets attributable to the Separate Ac-
                       count (and Separate Account B of First Providian Life &
                       Health Insurance Company) exceed $2.5 billion. This
                       charge is further reduced to 0.27% of all assets when
                       net assets attributable to the Separate Account (and
                       Separate Account B of First Providian Life & Health In-
                       surance Company) exceed $5 billion. See "Mortality and
                       Expense Risk Charge."     
 
<TABLE>
<CAPTION>
                                     HIGH-                                                           SMALL     HIGH
                           MONEY     GRADE              EQUITY    EQUITY                            COMPANY    YIELD
ANNUAL FUND OPERATING     MARKET     BOND    BALANCED    INDEX    INCOME    GROWTH   INTERNATIONAL  GROWTH     BOND
 EXPENSES                PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO   PORTFOLIO   PORTFOLIO PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>           <C>       <C>
Management &
 Administrative
 Expenses..............     .13%      .18%      .18%      .19%      .20%      .20%        .22%        .24%      .20%
Investment Advisory
 Fees..................     .01       .01       .10       .00       .10       .15         .15         .15       .06
12b-1 Distribution
 Fees..................    None      None      None      None      None      None        None        None      None
Other Expenses
 Distribution Costs....     .03       .02       .02       .02       .02       .02         .02         .02       .02
Miscellaneous Expenses.     .02       .04       .01       .01       .03       .02         .09         .04       .04
                           ----      ----      ----      ----      ----      ----        ----        ----      ----
Total Other Expenses...     .05       .06       .03       .03       .05       .04         .11         .06       .06
                           ----      ----      ----      ----      ----      ----        ----        ----      ----
 TOTAL FUND OPERATING
  EXPENSES.............     .19%      .25%      .31%      .22%      .35%      .39%        .49%        .45%      .32%
                           ====      ====      ====      ====      ====      ====        ====        ====      ====
</TABLE>
 
6
<PAGE>
 
<TABLE>   
<CAPTION>
                                      HIGH-                                                           SMALL     HIGH
                            MONEY     GRADE              EQUITY    EQUITY                            COMPANY    YIELD
                           MARKET     BOND    BALANCED    INDEX    INCOME    GROWTH   INTERNATIONAL  GROWTH     BOND
TOTAL EXPENSES            PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO   PORTFOLIO   PORTFOLIO PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>           <C>       <C>
Total Separate Account
 Expenses...............     .38%      .38%      .38%      .38%      .38%      .38%        .38%        .38%      .38%
Total Fund Operating
 Expenses...............     .19       .25       .31       .22       .35       .39         .49         .45       .32
                             ---       ---       ---       ---       ---       ---         ---         ---       ---
 GRAND TOTAL, SEPARATE
  ACCOUNT AND FUND
  OPERATING EXPENSES....     .57%      .63%      .69%      .60%      .73%      .77%        .87%        .83%      .70%
                             ===       ===       ===       ===       ===       ===         ===         ===       ===
</TABLE>    
 
                      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.............  $ 6     $18     $32     $ 72
             High-Grade Bond Portfolio..........    7      21      36       80
             Balanced Portfolio.................    7      22      38       86
             Equity Index Portfolio.............    6      20      34       76
             Equity Income Portfolio............    8      24      42       93
             Growth Portfolio...................    8      25      43       97
             International Portfolio............    9      28      49      108
             High-Yield Bond Portfolio..........    7      23      40       89
             Small Company Growth Portfolio.....    9      27      47      104
</TABLE>    
 
                      The Annual Contract Maintenance Fee is reflected in
                      these examples as a percentage equal to the total amount
                      of fees collected during a year divided by the total av-
                      erage net assets of the Portfolios during the same year.
                      The fee is assumed to remain the same in each year of
                      the above periods. The fee is prorated 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. For a com-
                      plete 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 EX-
                      PENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN, SUBJECT
                      TO THE GUARANTEES IN THE CONTRACT.
 
                      ---------------------------------------------------------
 
AUTOMATED QUOTES      The Vanguard Tele-Account Service provides access to ac-
                      cumulated unit values (to two decimal places) for all
                      subaccounts, and yield information for the Money Market
                      and High-Grade Bond Portfolios of the Vanguard Variable
                      Annuity Plan. Contract Owners may utilize this service
                      for 24-hour access to Plan Portfolio information. To ac-
                      cess the service you may call Tele-Account at 1-800-662-
                      6273 (ON-BOARD) and follow the step-by-step instruc-
                      tions, 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. Analo-
                      gous, though not identical, to the share price (net as-
                      set value) of a mutual fund.
 
                      ACCUMULATED VALUE--The value of all amounts accumulated
                      under 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
                      determine the duration of any Annuity Payments and, sub-
                      ject to the provision dealing with Joint Annuitants,
                      upon whose death, prior to the Annuity Date, benefits
                      under the Contract are paid.
 
                      ANNUITY DATE--The date on which Annuity Payments begin.
                      The Annuity Date is always the first day of the month
                      you specify.
 
                      ANNUITY PAYMENT--One of a series of payments made under
                      an Annuity Payment Option.
 
                      ANNUITY PAYMENT OPTION--One of several ways in which a
                      series of payments are made after the Annuity Date. Un-
                      der a FIXED ANNUITY OPTION, the dollar amount of each
                      Annuity Payment does not change over time. Annuity Pay-
                      ments 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")--Providian Life & Health In-
                      surance Company, a Missouri 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
                      designated as the Contract Owner in the Contract appli-
                      cation. The term shall also include any person named as
                      Joint Owner. A Joint Owner shares ownership in all re-
                      spects 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
                      Contract Date or any Contract Anniversary.
 
 
8
<PAGE>
 
                      DEATH BENEFIT--The greater of the then-current Accumu-
                      lated Value or the sum of all Purchase Payments (less
                      any partial withdrawals and premium taxes).
 
                      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 Van-
                      guard Group, Inc., in which the Separate Account in-
                      vests.
 
                      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 ap-
                      plicable Premium Tax, if any.
 
                      NON-QUALIFIED CONTRACT--A Contract other than a Quali-
                      fied 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 bene-
                      fits are to be paid.
 
                      PORTFOLIO--The separate investment Portfolios of the
                      Vanguard Variable Insurance Fund. The Fund currently of-
                      fers nine Portfolios: the Money Market Portfolio, the
                      High-Grade Bond Portfolio, the Balanced Portfolio, the
                      Equity Index Portfolio, the Equity Income Portfolio, the
                      Growth Portfolio, the International Portfolio, the High
                      Yield Bond Portfolio, and the Small Company Growth Port-
                      folio. In this Prospectus, Portfolio will also be used
                      to refer to the Subaccount that invests in the corre-
                      sponding Portfolio.
 
                      PREMIUM TAX--A regulatory tax that may be assessed by
                      your state on the Purchase Payments made into your Con-
                      tract. The amount which we must pay as Premium Tax will
                      be deducted from each Purchase Payment or from your Ac-
                      cumulated 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
                      invest 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 in-
                      dividual retirement annuity under Section 408(b) of the
                      Internal Revenue Code of 1986, as amended.
 
 
                                                                              9
<PAGE>
 
                      SEPARATE ACCOUNT--Providian Life & Health Insurance Com-
                      pany Separate Account IV. The Separate Account consists
                      of assets that are segregated by Providian Life & Health
                      Insurance Company and invested in the Vanguard Variable
                      Insurance Fund. The Separate Account is independent of
                      the general assets of the Company.
 
                      SUBACCOUNT--That portion of the Separate Account that
                      invests in shares of the Fund's Portfolios. Each
                      Subaccount will only invest in a single Portfolio. The
                      investment performance of each Subaccount is linked di-
                      rectly to the in- vestment performance of one of the
                      nine Portfolios of the Fund.
 
                      VALUATION PERIOD--A period between two successive Busi-
                      ness Days commencing at the close of business of the
                      first Business Day and ending at the close of business
                      of the following Business Day.
 
- -------------------------------------------------------------------------------
 
10
<PAGE>
 
CONDENSED FINAN-      The Accumulation Unit Values and the number of Accumula-
CIAL INFORMATION      tion Units outstanding for each Subaccount in 1991
                      through 1996 are as follows:
 
<TABLE>
<CAPTION>
                                    FOR THE PERIOD APRIL 29, 1991 THROUGH DECEMBER 31, 1996*
               ----------------------------------------------------------------------------------------
                                                                                          HIGH   SMALL
                          MONEY  HIGH-GRADE          EQUITY  EQUITY                      YIELD  COMPANY
                         MARKET     BOND    BALANCED  INDEX  INCOME GROWTH INTERNATIONAL  BOND  GROWTH
               ----------------------------------------------------------------------------------------
<S>                      <C>     <C>        <C>      <C>     <C>    <C>    <C>           <C>    <C>
Accumulation unit value
 as of:
 Start Date*............   1.000   10.000    10.000  10.000  10.000 10.000    10.000     10.000 10.000
 12/31/91...............   1.032   11.027    10.802  11.275    .      .          .            .      .
 12/31/92...............   1.064   11.656    11.514  12.039    .      .          .            .      .
 12/31/93...............   1.091   12.695    12.961  13.144  10.488 10.569       .            .      .
 12/31/94...............   1.130   12.290    12.815  13.224  10.304 10.964    10.128          .      .
 12/31/95...............   1.191   14.437    16.885  18.073  14.239 15.089    11.678          .      .
 12/31/96...............   1.250   14.882    19.532  22.098  16.820 19.057    13.319     10.871  9.725
Number of units
 outstanding as of:
 12/31/91...............  32,495    2,122     3,395   2,311    .      .          .            .      .
 12/31/92...............  75,564    4,417     8,682   9,645    .      .          .            .      .
 12/31/93............... 109,190    6,592    16,164  12,971   6,411  4,879       .            .      .
 12/31/94............... 154,415    6,589    16,429  13,676   6,089  8,004     6,818          .      .
 12/31/95............... 183,867    8,684    17,021  16,292   7,355 11,857     8,146          .      .
 12/31/96............... 246,219    9,395    17,307  19,360   9,260 15,744    12,435      3,042  5,362
(UNITS ARE SHOWN IN THOUSANDS)
</TABLE>
 
* Date of commencement of operations for the High-Grade Bond and Equity Index
  Subaccounts was 4/29/91, for the Money Market Subaccount was 5/2/91, for the
  Balanced Subaccount was 5/23/91, for the Equity Income and Growth
  Subaccounts was 6/7/93, for the International Subaccount was 6/3/94, and for
  the High Yield Bond and Small Company Growth Subaccounts was 6/3/96.
 
- -------------------------------------------------------------------------------
 
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
                      thereon) are contained in the Statement of Additional
                      Information.
 
- -------------------------------------------------------------------------------
 
YIELD AND TOTAL       From time to time a Portfolio of the Fund may advertise
RETURN                its yield and total return investment performance for
                      various periods, including quarter-to-date, year-to-
                      date, one year, three year, five year and since incep-
                      tion. Advertised yields and total returns include all
                      charges and expenses attributable to the Contract. In-
                      cluding these fees has the effect of decreasing the ad-
                      vertised performance of a Portfolio, so that a Portfo-
                      lio's investment performance will not be directly compa-
                      rable 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 Port-
                      folio's performance.
 
- -------------------------------------------------------------------------------
 
 
                                                                             11
<PAGE>
 
                          
THE COMPANY AND       The Company is a stock life insurance company incorpo-
THE SEPARATE          rated under the laws of Missouri on August 6, 1920, with
ACCOUNT               administrative offices at 20 Moores Road, Frazer, Penn-
                      sylvania 19355. The Company is principally engaged in
                      offering life insurance, annuity contracts, and accident
                      and health insurance and is admitted to do business in
                      49 states, the District of Columbia and Puerto Rico.
                             

    
PROVIDIAN LIFE &
HEALTH INSURANCE
COMPANY               As of December 31, 1996, the Company had statutory as-
                      sets of approximately $10 billion. The Company is a
                      wholly owned indirect subsidiary of AEGON International
                      N.V., which conducts substantially all of its operations
                      through subsidiary companies engaged in the insurance
                      business or in providing non-insurance financial servic-
                      es. All of the stock of AEGON International N.V. is
                      owned by AEGON N.V. of the Netherlands. AEGON N.V., a
                      holding company, conducts its business through subsidi-
                      ary companies engaged primarily in the insurance busi-
                      ness.     
 
                      ---------------------------------------------------------
 
PROVIDIAN LIFE &      The Separate Account was established by the Company as a
HEALTH INSURANCE      separate account under the laws of the State of Missouri
COMPANY SEPARATE      on July 16, 1990, pursuant to a resolution of the
ACCOUNT IV            Company's Board of Directors. The Separate Account is a
                      unit investment trust registered with the Securities and
                      Exchange Commission (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 Com-
                      pany and the obligations under the Contract are obliga-
                      tions of the Company. These assets are held separately
                      from the other assets of the Company and are not charge-
                      able with liabilities incurred in any other business op-
                      eration 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 total Accumulated Value under the
                      Contracts. Income, gains and losses incurred on the as-
                      sets 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 performance of the
                      Separate Account is entirely independent of the invest-
                      ment performance of the Company's general account assets
                      or any other separate account maintained by the Company.
 
                      The Separate Account has nine Subaccounts, each of which
                      invests solely in a corresponding Portfolio of the Fund.
                      Additional Subaccounts may be established at the discre-
                      tion of the Company. The Separate Account meets the def-
                      inition of a "separate account" under Rule O-1(e)(1) of
                      the Investment Company Act of 1940.
 
- -------------------------------------------------------------------------------
 
VANGUARD VARIABLE     Vanguard Variable Insurance Fund is an open-end diversi-
INSURANCE FUND        fied investment company intended exclusively as an in-
                      vestment vehicle for variable annuity or variable life
                      insurance contracts offered by insurance companies.
 
 
12
<PAGE>
 
                      The Fund is a member of The Vanguard Group of Investment
                      Companies, a family of more than 30 investment companies
                      with more than 90 distinct portfolios and assets in ex-
                      cess of $230 billion. Through their jointly-owned sub-
                      sidiary, The Vanguard Group, Inc. ("Vanguard"), the Fund
                      and the other Funds in the Group obtain at cost virtu-
                      ally all of their corporate management, administrative,
                      shareholder accounting and distribution services.
 
                      The Fund offers nine Portfolios--a money market portfo-
                      lio, a bond portfolio, a balanced portfolio, an equity
                      index portfolio, an equity income portfolio, a growth
                      portfolio, an international portfolio, a high-yield bond
                      portfolio and a small company growth portfolio--each
                      with distinct investment objectives and policies.
 
                      THE MONEY MARKET PORTFOLIO seeks to provide current in-
                      come consistent with the preservation of capital and li-
                      quidity. The Portfolio also seeks to maintain a stable
                      net asset value of $1.00 per share. The Portfolio in-
                      vests primarily in high-quality money market instruments
                      issued by financial institutions, non-financial corpora-
                      tions, the U.S. Government, state and municipal govern-
                      ments and their agencies or instrumentalities, as well
                      as repurchase agreements collateralized by such securi-
                      ties. The Portfolio also invests in Eurodollar obliga-
                      tions (dollar-denominated obligations issued outside the
                      U.S. by foreign banks or foreign branches of domestic
                      banks) and Yankee obligations (dollar-denominated obli-
                      gations issued in the U.S. by foreign banks). Vanguard's
                      Fixed Income Group serves as this Portfolio's investment
                      adviser.
 
                      THE HIGH-GRADE BOND PORTFOLIO seeks to parallel the in-
                      vestment 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. Vanguard's Fixed Income
                      Group serves as this Portfolio's investment adviser.
 
                      THE BALANCED PORTFOLIO seeks the conservation of princi-
                      pal, a reasonable income return and profits without un-
                      due risk. The Portfolio invests in a diversified portfo-
                      lio of common stocks and bonds, with common stocks ex-
                      pected to represent 60% to 70% of the Portfolio's total
                      assets and bonds to represent 30% to 40%. Wellington
                      Management Company serves as this Portfolio's investment
                      adviser.
 
                      THE EQUITY INDEX PORTFOLIO seeks to parallel the invest-
                      ment results of the Standard & Poor's 500 Composite
                      Stock Price Index (S&P 500). The Portfolio invests in
                      common stocks included in the S&P 500. Vanguard's Core
                      Management Group serves as this Portfolio's investment
                      adviser.
 
                      THE EQUITY INCOME PORTFOLIO seeks to provide a high
                      level of current income by investing principally in div-
                      idend-paying equity securities. Newell Associates serves
                      as this Portfolio's investment adviser.
 
                      THE GROWTH PORTFOLIO seeks to provide long-term capital
                      appreciation by investing primarily in equity securities
                      of seasoned U.S. companies with above-average prospects
                      for growth. Lincoln Capital Management Company serves as
                      this Portfolio's investment adviser.
 
 
                                                                             13
<PAGE>
 
                      THE INTERNATIONAL PORTFOLIO seeks to provide long-term
                      capital appreciation. The Portfolio invests primarily in
                      equity securities of companies based outside the United
                      States. Schroder Capital Management International, Inc.
                      serves as this Portfolio's investment adviser.
 
                      THE HIGH YIELD BOND PORTFOLIO seeks to provide a high
                      level of current income by investing in lower-rated debt
                      securities, which may be regarded as having speculative
                      characteristics and are commonly referred to as "junk
                      bonds." Under normal circumstances, at least 80% of the
                      Portfolio's assets will be invested in high-yield corpo-
                      rate debt obligations rated at least B by Moody's In-
                      vestors Service, Inc. or Standard & Poor's Corporation
                      or, if unrated, of comparable quality as determined by
                      the Portfolio's adviser, Wellington Management Company.
 
                      THE SMALL COMPANY GROWTH PORTFOLIO seeks to provide long
                      term growth in capital by investing primarily in equity
                      securities of small companies deemed to have favorable
                      prospects for growth. These securities are primarily
                      common stocks but may also include securities convert-
                      ible into common stock. Granahan Investment Management
                      serves as this Portfolio's investment adviser.
 
                      There is no assurance that a Portfolio will achieve its
                      stated objective.
 
                      ADDITIONAL INFORMATION CONCERNING THE INVESTMENT OBJEC-
                      TIVES 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 AC-
                      COMPANIES THIS PROSPECTUS. THE FUND PROSPECTUS SHOULD BE
                      READ CAREFULLY BEFORE ANY DECISION IS MADE CONCERNING
                      THE ALLOCATION OF PURCHASE PAYMENTS TO A PORTFOLIO.
 
                      The Portfolios may be made available to registered sepa-
                      rate accounts offering variable annuity and variable
                      life products of the Company as well as other insurance
                      companies. Although we believe it is unlikely, a mate-
                      rial conflict could arise between the interests of the
                      Separate Account and one or more of the other partici-
                      pating separate accounts. 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 Prospectus for more information.
 
                      Administrative services are provided by The Vanguard
                      Group, Inc., Vanguard Service Center, 100 Vanguard Bou-
                      levard, Malvern, PA 19355. In addition, The Continuum
                      Company, Inc., 301 West 11th Street, Kansas City, MO
                      64105, provides some subadministrative services.
 
- -------------------------------------------------------------------------------
 
14
<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 fed-
                      eral 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 (30 or more
                      days in some instances as set forth in your Contract).
                      The Contract permits the Contract Owner to cancel the
                      Contract during the Free Look Period by returning the
                      Contract to Vanguard Variable Annuity Center, P.O. Box
                      1103, Valley Forge, PA 19482-1103. Withdrawals are not
                      permitted during the Free Look Period. 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 Ac-
                      cumulated Value of the Contract as of the day the Con-
                      tract is received by the Company.
 
- -------------------------------------------------------------------------------
 
CONTRACT              Individuals wishing to purchase a Non-Qualified Contract
APPLICATION AND       should send a completed application and your Initial
PURCHASE PAYMENTS     Purchase Payment to the Vanguard Variable Annuity Cen-
                      ter. Your Initial 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
                      acceptance of the application and the Initial Purchase
                      Payment. Acceptance is subject to the application being
                      received in good order, and the Company reserves the
                      right to reject any application or Initial Purchase Pay-
                      ment.
 
                      If the Initial Purchase Payment cannot be credited be-
                      cause 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 fulfilled 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 Annuitant, if applicable, is living. Additional
                      Purchase Payments must be for at least $250. Additional
                      Purchase Payments received prior to the close of the New
                      York Stock Exchange (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.
 
                      In order to prevent lengthy processing delays caused by
                      the clearing of foreign checks, we will only accept a
                      foreign check which has been drawn in U.S. dollars and
                      has been issued by a foreign bank with a U.S. correspon-
                      dent bank.
 
                      The Contracts are available on a non-qualified basis and
                      as individual retirement annuities (IRAs) that qualify
                      for special federal income tax treatment.
 
                                                                             15
<PAGE>
 
                      Generally, Qualified Contracts may be purchased only in
                      connection with a "rollover" of funds from another qual-
                      ified plan or IRA and contain certain other restrictive
                      provisions limiting the timing and amount of payments to
                      and distributions from the Qualified Contract.
                         
                      Total Purchase Payments may not exceed $1,000,000 with-
                      out prior approval of the Company.     
 
<TABLE>
<CAPTION>
PURCHASING BY WIRE                     CORESTATES BANK, N.A.
 
                                       ABA 031000011
MONEY SHOULD BE                        DEPOSIT ACCOUNT NUMBER 1412652173
WIRED TO:                              PROVIDIAN LIFE & HEALTH INSURANCE COM-
                                       PANY
 
PLEASE CALL:                           CONTRACT NUMBER
1-800-462-2391                         CONTRACT REGISTRATION
BEFORE WIRING
<S>  <C>
</TABLE>
 
                      To assure proper receipt, please be sure your bank in-
                      cludes the contract number Vanguard has assigned you.
                      For an Initial Purchase Payment, please complete the
                      Vanguard Variable Annuity Plan Application and mail it
                      to the Vanguard Variable Annuity Center, P.O. Box 1103,
                      Valley Forge, PA 19482-1103 prior to completing wire ar-
                      rangements. Note: Federal 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 exist-
EXCHANGES             ing 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 con-
                      tract for another. To complete a "1035 Exchange" simply
                      provide all the requested information on the 1035 Ex-
                      change Form and mail it, along with the application and
                      your current contract, to the Variable Annuity Center.
                      As an accommodation to owners of Vanguard Variable Annu-
                      ity Plan contracts, and in accordance with the Code, we
                      will accept, under certain conditions, the consolidation
                      of two or more Vanguard Variable Annuity Plan contracts
                      into one. Such exchanges will be accepted on a case by
                      case basis in order to provide contract owners with con-
                      solidated account reporting. In addition, if applicable,
                      contract owners will be responsible for only one Annual
                      Contract Maintenance Fee. Under no circumstances will an
                      exchange of an existing Vanguard Variable Annuity Plan
                      contract for an identical new Vanguard Variable Annuity
                      Plan contract be allowed. Special rules and procedures
                      apply to Code Section 1035 transactions, particularly 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.
                      Therefore, you are encouraged to settle any outstanding
                      loans with your current insurance company prior to ini-
                      tiating a 1035 Exchange into the Plan.
 
- -------------------------------------------------------------------------------
 
16
<PAGE>
 
ALLOCATION OF         The Contract Owner specifies on the Contract Application
PURCHASE PAYMENTS     how Purchase Payments will be allocated. The Contract
                      Owner may allocate each Purchase Payment to one or more
                      of the Portfolios as long as such portions are whole
                      number percentages 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 option that allows you to provide alloca-
                      tion instructions by telephone. This option includes the
                      ability to change your investment by eliminating a Con-
                      tract 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 assets.
 
                      During the Free Look Period (which is assumed for this
                      purpose to be 10 to 30 days (or more in some instances
                      as specified in your contract) after the issuance of the
                      Contract), the Initial Net Purchase Payment and addi-
                      tional Purchase Payments received during the Free Look
                      Period will be allocated to the Money Market Portfolio.
                      Upon expiration of the Free Look Period, the Accumulated
                      Value will remain in the Money Market Portfolio for an
                      additional 5-day grace period to allow for mail deliv-
                      ery. Upon the expiration of the Free Look Period and the
                      5-day grace period (15 to 35 days), the Accumulated
                      Value will then be allocated among the Portfolios in ac-
                      cordance with the Contract Owner's instructions.
 
- -------------------------------------------------------------------------------
 
CHARGES AND           The projected expenses for the Contract are substan-
DEDUCTIONS            tially below the costs of other variable annuity con-
                      tracts. For example, based on a $25,000 contract the av-
                      erage expense ratio of other variable annuity contracts
                      was 2.10% as of December 31, 1996, compared to 0.81% for
                      the Vanguard Variable Annuity Plan (source for competi-
                      tors' data: Morning-star Performance Report January
                      1997)
 
                      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         The Company imposes a charge as compensation for bearing
EXPENSE RISK          certain mortality and expense risks under the Contracts.
CHARGE                The annual charge is assessed daily based on the com-
                      bined net assets of the Separate Account and Separate
                      Account B of First Providian Life & Health Insurance
                      Company in the Fund according to the following schedule:
 
<TABLE>   
<CAPTION>
                                                      RATE FOR
                              NET ASSETS             ALL ASSETS
                   --------------------------------- ----------
                   <S>                               <C>
                   Up to $2.5 Billion                   0.30%
                   Over $2.5 Billion and Up To $5
                    Billion                             0.28%
                   Over $5 Billion                      0.27%
</TABLE>    
 
                      The Company guarantees that these mortality and expense
                      risk breakpoints will never increase. If this charge is
                      insufficient 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.
 
                                                                             17
<PAGE>
 
                      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 (de-
                      termined 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 result of our guarantee of a minimum Death
                      Benefit in the event the Annuitant dies prior to the An-
                      nuity Date.
 
                      The expense risk borne by the Company under the Con-
                      tracts is the risk that the charges for administrative
                      expenses which are guaranteed for the life of the Con-
                      tract may be insufficient to cover the actual costs of
                      issuing and ad- ministering the Contract.
 
                      ---------------------------------------------------------
 
ADMINISTRATIVE        An annual administrative charge of .10% of the net asset
CHARGE &              value of the Separate Account is assessed daily along
MAINTENANCE FEE       with an annual maintenance fee of $25 for Contracts val-
                      ued at less than $25,000 at the time of initial purchase
                      and on the last Business Day of each year. It is impor-
                      tant to note that fluctuation in Accumulation Unit Val-
                      ues due to changes in the market values of securities
                      may cause an investor's Contract's value to fall below
                      $25,000. The annual maintenance fee is deducted propor-
                      tionately from each Contract's Accumulated Value; there-
                      fore, 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 for the costs expected to be incurred over
                      the life of the Contract for issuing and maintaining
                      each Contract and the Separate Account. Please note that
                      Contracts valued at $25,000 or more as of the last Busi-
                      ness Day of the year will not be assessed the $25 main-
                      tenance fee for the following year.
 
                      ---------------------------------------------------------
 
TAXES                 The Contract Owner will, where such taxes are imposed by
                      state law, pay Premium Taxes that currently range up to
                      3.5%. These taxes will be deducted from the Accumulated
                      Value or Purchase Payments as incurred by the Company.
 
                      As of the date of this Prospectus, the following state
                      assesses a Premium Tax on all Initial and subsequent
                      Purchase Payments:
 
<TABLE>
<CAPTION>
                                                                         NON-
                                                             QUALIFIED QUALIFIED
                      ----------------------------------------------------------
             <S>                                             <C>       <C>
             South Dakota...................................      0%     1.25%
</TABLE>
 
                      As of the date of this Prospectus, the following states
                      assess a Premium Tax against the Accumulated Value if
                      the Owner chooses an Annuity Payment Option instead of
                      receiving a lump sum distribution:
 
<TABLE>
<CAPTION>
                                                                         NON-
                                                             QUALIFIED QUALIFIED
                      ----------------------------------------------------------
             <S>                                             <C>       <C>
             California.....................................    .50%     2.35%
             District of Columbia...........................   2.25%     2.25%
             Kansas.........................................      0%     2.00%
</TABLE>
 
18
<PAGE>
 
<TABLE>
<CAPTION>
                                                                         NON-
                                                             QUALIFIED QUALIFIED
                      ----------------------------------------------------------
             <S>                                             <C>       <C>
             Kentucky.......................................   2.00%     2.00%
             Maine..........................................      0%     2.00%
             Nevada.........................................      0%     3.50%
             West Virginia..................................   1.00%     1.00%
             Wyoming........................................      0%     1.00%
</TABLE>
                         
                      Under present laws, the Company will incur state or lo-
                      cal taxes (other than Premium Taxes described above) in
                      several states. At present, the Company does not charge
                      the Contract Owner for these other taxes. If there is a
                      change in state or local tax laws, charges for such
                      taxes may be made. The Company does not expect to incur
                      any federal income tax liability attributable to invest-
                      ment income or capital gains retained as part of the re-
                      serves under the Contracts. (See "Federal Tax Considera-
                      tions," page 27.) Based upon these expectations, no
                      charge is currently being made to the Separate Account
                      for corporate federal income taxes that may be attribut-
                      able to the Separate Account.     
 
                      The Company will periodically review the question of a
                      charge to the Separate Account for corporate federal in-
                      come taxes related to the Separate Account. Such a
                      charge may be made in future years for any federal in-
                      come taxes incurred by the Company. This might become
                      necessary if the tax treatment of the Company is ulti-
                      mately determined to be other than what the Company cur-
                      rently 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 in-
                      vestment 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 VARIABLE     The value of the assets in the Separate Account will re-
INSURANCE FUND        flect the fees and expenses paid by the Fund. A complete
EXPENSES              description of these expenses is found in the "Fee Ta-
                      ble" section of this Prospectus and in the "Management
                      of the Fund" Section of the Fund's Prospectus and in the
                      Fund's Statement of Additional Information.
 
- -------------------------------------------------------------------------------
 
ACCUMULATED VALUE     At the commencement of the Contract, the Accumulated
                      Value equals the Initial Net Purchase Payment. Thereaf-
                      ter, on any Business Day the Accumulated Value equals
                      the Accumulated Value from the previous Business Day in-
                      creased by: i) any Additional Net Purchase Payments re-
                      ceived by the Company and ii) any increase in the Accu-
                      mulated Value due to investment results of the selected
                      Portfolio(s) that occur during the Valuation Period; and
                      reduced by: i) any decrease in the Accumulated Value due
                      to investment results of the selected Portfolio(s), ii)
                      a daily charge to cover the mortality and expense risks
                      assumed by the Company, iii) any charge to cover the
                      cost of administering the Contract, iv) any partial
                      withdrawals, and v) Premium Taxes, if any, that occur
                      during the Valuation Period.
 
 
                                                                             19
<PAGE>
 
                      The Accumulated Value is expected to change from Valua-
                      tion Period to Valuation Period, reflecting the invest-
                      ment experience of the selected Portfolios of the Fund
                      as well as the daily deduction of charges. When your Net
                      Purchase Payments are allocated to a selected Portfolio,
                      they result in a particular number of Accumulation Units
                      being credited to your Contract. The number of Accumula-
                      tion 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 Valu-
                      ation Period in which the payment is received. The Accu-
                      mulation Unit Value varies each Valuation Period (i.e.,
                      each day that there is trading on the New York Stock Ex-
                      change) with the net rate of return of the Portfolio.
                      The net rate of return reflects the investment perfor-
                      mance 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
CAPITAL GAINS         reinvested and reflected in the Accumulation Unit Value.
TREATMENT             Only in this way can these earnings remain tax deferred.
 
- -------------------------------------------------------------------------------
 
EXCHANGES AMONG       Should your investment goals change, you may exchange
THE PORTFOLIOS        the Accumulated Value among the Portfolios of the Fund.
                      Requests for exchanges received by mail or by telephone
                      prior to the close of the New York Stock Exchange (gen-
                      erally 4:00 p.m. Eastern time) are processed at the
                      close of business that same day. Requests received after
                      the close of the Exchange are processed the next Busi-
                      ness Day.
 
                      The Contract's exchange privilege is not intended to af-
                      ford Contract Owners a way to speculate on short-term
                      movements in the market. Accordingly, in order to pre-
                      vent excessive use of the exchange privilege that may
                      potentially disrupt the management of the Fund and in-
                      crease transaction costs, the Separate Account has es-
                      tablished a policy of limiting excessive exchange activ-
                      ity.
 
                      Because excessive exchanges can potentially disrupt the
                      management of the Portfolios and increase transaction
                      costs, exchange activity is limited to two substantive
                      exchanges (at least 30 days apart) from each Portfolio
                      (except the Money Market Portfolio) during any 12-month
                      period. "Substantive" means either a dollar amount large
                      enough to have a negative impact on a Portfolio or a se-
                      ries of movements between Portfolios. 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 Portfolio. However, the Company
                      and the Fund reserve the right to revise or terminate
                      the exchange privilege, limit the amount of or reject
                      any exchange, as deemed necessary, at any time.
 
                      ---------------------------------------------------------
 
AUTOMATIC             The Automatic Exchange Service allows you to move money
EXCHANGES             automatically among the Portfolios of the Fund. You may
                      exchange fixed amounts or percentages of your Portfolio
                      balance either monthly, quarterly, semiannually or annu-
                      ally into existing (the $1,000 minimum balance require-
                      ment has been met) Portfolios. Exchanges at regular in-
                      tervals or "dollar-cost averaging" can be used, for ex-
                      ample, to move money from a money market portfolio into
                      a
 
20
<PAGE>
 
                      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 com-
                      pleting a Vanguard Variable Annuity Plan Automatic Ex-
                      change Service Application Form or writing a letter of
                      instruction. You may change the transfer amount or can-
                      cel 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
                      activated until the Free Look Period has expired.
 
                      ---------------------------------------------------------
 
TELEPHONE             To establish the telephone exchange privilege on your
EXCHANGES             Contract, please complete the appropriate section of the
                      Plan Application. The Company, the Fund, and Vanguard
                      shall not be responsible for the authenticity of ex-
                      change instructions received by telephone. Reasonable
                      procedures will be undertaken to confirm that instruc-
                      tions communicated by telephone are genuine. Prior to
                      the acceptance of any request, the caller will be asked
                      by a customer service representative for his or her con-
                      tract number and social security number. All calls will
                      be recorded, and this information will be verified with
                      the Contract Owner's records prior to processing a
                      transaction. Furthermore, all transactions performed by
                      a service representative will be verified with the Con-
                      tract 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 telephone
                      instructions that are believed to be genuine in accor-
                      dance 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 ex-
                      change, as deemed necessary, at any time.
 
- -------------------------------------------------------------------------------
 
FULL AND PARTIAL      At any time before the Annuity Date and while the Annui-
WITHDRAWALS           tant 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 request to the Vanguard Variable Annuity Cen-
                      ter. Full or partial withdrawals may only be made before
                      the Annuity Date and all partial withdrawal requests
                      must be for at least $250. (See "Federal Tax Considera-
                      tions," page 27.)
 
                      You can make a withdrawal by writing to the Vanguard
                      Variable Annuity Center. Your written request should in-
                      clude your Contract number, social security number,
                      withdrawal amount, the signature of all owners, and fed-
                      eral tax withholding election (if no withholding elec-
                      tion is chosen, we will be required to withhold 10%).
                      Your proceeds will normally be distributed within two
                      Business Days after the receipt 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 27).
 
                      ---------------------------------------------------------
 
SYSTEMATIC            You may establish an automatic withdrawal of a specific
WITHDRAWALS           amount, a percentage of the balance, or accumulated
                      earnings 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
 
                                                                             21
<PAGE>
 
                      you direct. Please note that each systematic withdrawal,
                      like any other partial withdrawal, is subject to federal
                      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
                      balance of $1,000 are required to establish a systematic
                      withdrawal program for your Contract. The minimum auto-
                      matic withdrawal amount is $250, and the maximum is
                      $50,000. Changes to the withdrawal amount, percentage,
                      or the frequency of distributions may be made by tele-
                      phone. Any other changes, including a change in the des-
                      tination 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
                      Contract, simply complete the Vanguard Variable Annuity
                      Plan Systematic Withdrawal Program Application Form.
                      Please note that the completed form must be signed by
                      all Contract owners, 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
                      Contract Owner requests a full or partial withdrawal, he
                      or she has not provided the Company with a written elec-
                      tion not to have federal income taxes withheld, the Com-
                      pany 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 im-
                      posed on certain early withdrawals. (See "Federal Tax
                      Considerations," page 27.)
 
                      Since the Contract Owner assumes the investment risk
                      with respect to amounts allocated to the Separate Ac-
                      count, the total amount paid upon withdrawal of the Con-
                      tract (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,
DISTRIBUTIONS         dies before the entire interest in the Contract is dis-
                      tributed, the value of the Contract must be distributed
                      to the Owner's Designated Beneficiary as described in
                      this section so that the Contract qualifies as an annu-
                      ity under the Internal Revenue Code.
 
                      If the death occurs on or after the Annuity Date, the
                      remaining 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 Con-
                      tract will be distributed within five years after date
                      of death or be paid under an annuity option under which
                      payments will begin within one year of the Contract Own-
                      er's death and will be made for the life of the "Owner's
                      Designated Beneficiary" or for a period not extending
                      beyond the life expectancy of that beneficiary. The Own-
                      er's Designated Beneficiary is the person to whom Owner-
                      ship of the Contract passes by reason of death.
 
22
<PAGE>
 
                      If any portion of the Contract Owner's interest is pay-
                      able to (or for the benefit of) the surviving spouse of
                      the Contract Owner, the Contract may be continued with
                      the surviving spouse as the new Contract Owner.
 
- -------------------------------------------------------------------------------
 
MINIMUM BALANCE       Due to the relatively high cost of maintaining smaller
REQUIREMENTS          accounts, the Company reserves the right to transfer the
                      balance 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 al-
                      lowed 60 days to make an additional investment before
                      the account is liquidated. Proceeds would be promptly
                      paid to the Contract Owner. The full proceeds would be
                      taxable as a withdrawal. A full withdrawal will result
                      in an automatic termination of the Contract.
 
- -------------------------------------------------------------------------------
 
DESIGNATION OF A      The Contract Owner may select one or more Beneficiaries,
BENEFICIARY           who would receive benefits upon the death of the Annui-
                      tant, 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 Annuitant is living, the Contract
                      Owner may change the Beneficiary 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 before the Company acknowl-
                      edges the notice. The Contract Owner may also make the
                      designation of Beneficiary irrevocable by sending writ-
                      ten 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
                      following 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 Bene-
                          ficiary 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
                      Beneficiary 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.
 
                                                                             23
<PAGE>
 
                      If a Life Annuity with Period Certain Option was elect-
                      ed, and if the Annuitant dies on or after the Annuity
                      Date, any unpaid Payments Certain will be paid to the
                      Beneficiary.
 
- -------------------------------------------------------------------------------
 
DEATH OF ANNUITANT    Subject to the provisions dealing with Joint Annuitants,
PRIOR TO ANNUITY      if the Annuitant dies prior to the Annuity Date, an
DATE                  amount will be paid as proceeds to the Beneficiary. If
                      the Annuitant or Joint Annuitant dies prior to the Annu-
                      ity Date, the survivor shall become the sole Annuitant.
                      The Death Benefit is calculated and is payable upon re-
                      ceipt 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 pay-ment. 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 An-
                      nuity Date or (b) the sum of Purchase Payments less the
                      sum of all partial withdrawals and premium taxes. An An-
                      nuity Payment will be based on the greater of: (a) the
                      Accumulated Value ten Business Days prior to the Annuity
                      Date elected by the Beneficiary and approved by the Com-
                      pany or (b) the sum of Purchase Payments less the sum of
                      all partial withdrawals and Premium Taxes. The Contract
                      Owner may elect an Annuity Payment Option for the Bene-
                      ficiary or, if no such election was made by the Contract
                      Owner and a cash benefit has not been paid, the Benefi-
                      ciary may make this election after the Annuitant's
                      death.
 
                      For a discussion of the consequences of the death of the
                      Contract Owner, if different from the Annuitant, see
                      "IRS Required Distributions," page 29 and "Distribution-
                      at-Death Rules," page 29.
 
- -------------------------------------------------------------------------------
 
ANNUITY DATE          The Contract Owner may specify an Annuity Date in the
                      application, which can be no later than the first day of
                      the month after the Annuitant's 85th birthday, without
                      the Company's prior approval. If no Annuity Date is
                      specified in the application, the Annuitant will begin
                      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 surren-
                      dered or an amount has been paid as proceeds to the des-
                      ignated Beneficiary 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 request or, without the Company's prior approv-
                      al, 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
 
24
<PAGE>
 
                      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 Pe-
OPTIONS               riod Annuity Option) are offered as "Variable Annuity
                      Options." This means that Annuity Payments, after the
                      initial payment, will reflect the investment experience
                      of the Portfolio or Portfolios chosen by the Contract
                      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 Providian Life & Health
                      Insurance 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 Payment Options are available under the Con-
                      tract:
 
                      LIFE ANNUITY--Available as either a Fixed or Variable
                      Option. 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
                      either a Fixed (Installment Refund) or Variable (Unit
                      Refund) Option. Monthly Annuity Payments are paid for
                      the life of an Annuitant, with a Period Certain deter-
                      mined by dividing the Accumulated Value by the First An-
                      nuity Payment.
 
                      DESIGNATED PERIOD ANNUITY--Only available as a Fixed Op-
                      tion. Monthly Annuity Payments are paid for a Period
                      Certain as elected, which may be from 10 to 30 years.
 
                      In the event that an Annuity Payment Option is not se-
                      lected, 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 sec-
                      tions of the Contract. That portion of the Accumulated
                      Value that has been held in a Portfolio prior to the An-
                      nuity Date will be applied under a Variable Annuity Op-
                      tion based on the performance of that Portfolio. Subject
                      to approval by the Company, the Contract Owner may se-
                      lect any other Annuity Payment Option then being offered
                      by the Company. Annuity Payments are guaranteed to be
                      not less than as provided by the Annuity Tables for the
                      first payment under a Variable Option and each payment
                      under a Fixed Option. The minimum payment, however, is
                      $100 ($20 for Massachusetts Contract Owners). If the Ac-
                      cumulated Value is less than $5,000, or less than $2,000
                      for Texas and Massachusetts Contract
 
                                                                             25
<PAGE>
 
                      Owners, 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 Contract
                      Owner is living. Annuity Payment Options are not avail-
                      able to: (1) an assignee; or (2) any other than a natu-
                      ral person, except with the consent of the Company.
 
                      The Company may, at the time of election of an Annuity
                      Payment 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
                      investment experience of the chosen Portfolio. On or af-
                      ter the Annuity Date, the Annuity Payment Option is ir-
                      revocable. Only one Annuity Option may be chosen from
                      among those made available by the Company per each Port-
                      folio. The annuity tables, which are contained in the
                      Contract and are used to calculate the value of Variable
                      Annuity 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 An-
                      nuity Payments will remain the same (equal to the first
                      Annuity Payment). However, if actual investment experi-
                      ence exceeds the assumed interest rate, the Variable An-
                      nuity Payments will increase; conversely, they will de-
                      crease if the actual experience is lower.
 
                      If an Annuity Payment Option is chosen that depends on
                      the continuation of the life of the Annuitant or of a
                      Joint Annuitant, proof of birth date may be required be-
                      fore Annuity Payments begin. For Annuity Payment Options
                      involving life income, the actual age of the Annuitant
                      or of a Joint Annuitant will affect the amount of each
                      payment. Since payments to older Annuitants are expected
                      to be fewer in number, the amount of each Annuity Pay-
                      ment 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 Annuity Payment and remit that amount to the fed-
                      eral government.
 
                      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 annui-
                      ties 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, ei-
                      ther by written request or by calling the Vanguard Vari-
                      able Annuity Center (1-800-462-2391). Because excessive
                      exchanges can potentially disrupt the management of the
                      Portfolios and increase transaction costs, exchange ac-
                      tivity is limited to two substantive exchanges (at least
                      30 days apart) from the Portfolios (except the Money
                      Market Portfolio) during any 12-month period. "Substan-
                      tive" means either a dollar amount large enough to have
                      a negative impact on a Portfolio or a series of move-
                      ments between Portfolios. The method of computation of
                      Variable Annuity Payments is described in more detail in
                      the Statement of Additional Information.
 
                      ---------------------------------------------------------
 
26
<PAGE>
 
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, ex-
                      cept 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 otherwise restricted; or (2) an emer-
                      gency exists as defined by the SEC, or the SEC requires
                      that trading be restricted; or (3) the SEC permits a de-
                      lay for the protection of Contract Owners.
 
- -------------------------------------------------------------------------------
 
                          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 economic benefits to the Contract Owner, An-
                      nuitant or Beneficiary, depends on 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 adviser regarding the tax consequences of purchasing
                      a Contract. No attempt is made to consider any applica-
                      ble 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 con-
                      tinuation of the federal income tax laws, the Treasury
                      Regulations, or the current interpretations by the In-
                      ternal 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 Prospectus 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 30 and 31.)
 
                      Section 72 provides that the proceeds of a full or par-
                      tial 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 de-
                      scribed as the cost of the Contract, and generally con-
                      stitutes 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 tax-
                      able portion is taxed at ordinary income tax rates. For
                      purposes of this rule, a pledge or assignment of a Con-
                      tract 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 Annu-
                      ity Payment under the Contract, you will be taxed if the
                      value of the Contract exceeds the investment in the Con-
                      tract. Ordinarily, the taxable portion of such payments
                      will be taxed at ordinary income tax rates. Partial
                      withdrawals are generally taken out of earnings first
                      and then Purchase Payments.
 
                                                                             27
<PAGE>
 
                      For Fixed Annuity Payments, in general, the taxable por-
                      tion 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 pay-
                      ment to determine the non-taxable portion of the pay-
                      ment. The remaining portion of each payment is taxed at
                      ordinary income tax rates. For Variable Annuity Pay-
                      ments, in general, the taxable portion is determined by
                      a formula that establishes a specific dollar amount of
                      each payment that is not taxed. The dollar amount is de-
                      termined by dividing the investment in the Contract by
                      the total number of expected periodic payments. The re-
                      maining portion of each payment is taxed at ordinary in-
                      come 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 tax-
                      able.
 
                      Withholding of federal income taxes on all distributions
                      is required unless the recipient elects not to have any
                      amounts withheld and properly notifies the Company of
                      that election. In certain situations, taxes will be
                      withheld on distributions to nonresident aliens at a 30%
                      flat rate unless an exemption from withholding applies
                      under the applicable tax treaty.
 
                      With respect to amounts withdrawn or distributed before
                      the taxpayer reaches age 59 1/2, a penalty tax is im-
                      posed equal to 10% of the taxable portion of amounts
                      withdrawn or distributed. However, the penalty tax will
                      not apply to withdrawals: (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 importance in affecting the timing
                      and payment under the Contract); (ii) attributable to
                      the taxpayer's becoming disabled 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 expectancy) of the tax-
                      payer, 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 im-
                      mediate annuity contract as defined in Section 72(u)(4);
                      or (viii) that are purchased by an employer on termina-
                      tion 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 dis-
                      tributions as well as to certain contributions and other
                      transactions under a qualified contract.
 
                      If the penalty tax does not apply to a withdrawal as a
                      result 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 determined under Treasury Regulations) equal
                      to the penalty tax that would have been imposed but for
                      item (iii) above, plus interest 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 payment and after the
                      taxpayer attains age 59 1/2, or (b) before the taxpayer
                      reaches age 59 1/2.
 
                      ---------------------------------------------------------
 
28
<PAGE>
 
THE COMPANY'S TAX     The Company is taxed as a life insurance company under
STATUS                Part I of Subchapter L of the Code. Since the Separate
                      Account is not a separate entity from the Company and
                      its operations form a part of the Company, it will not
                      be taxed separately as a "regulated investment company"
                      under Subchapter M of the Code. Investment income and
                      realized capital gains on the assets of the Separate Ac-
                      count are reinvested and taken into account in determin-
                      ing the Accumulation Value. Under existing federal in-
                      come tax law, the Separate Account's investment income,
                      including realized net capital gains, is not taxed 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 con-
DEATH RULES           tract must, generally, provide the following two distri-
                      bution rules: (a) if any Contract Owner dies on or after
                      the Annuity 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 Contract Owner dies before the Annuity Date,
                      the entire interest must generally be distributed within
                      five years after the date of death. To the extent such
                      interest is payable to a Designated Beneficiary, howev-
                      er, such interest may be annuitized over the life of
                      that Designated Beneficiary or over a period not ex-
                      tending beyond the life expectancy of that Beneficiary,
                      so long as distributions commence within one year after
                      the Contract Owner's death. If the Designated Benefi-
                      ciary is the spouse of the Contract Owner, the Contract
                      (together with the deferred tax on the accrued and fu-
                      ture income thereunder) may be continued unchanged in
                      the name of the spouse as Contract Owner. The term Des-
                      ignated Beneficiary means the natural person named by
                      the Contract Owner as a beneficiary and to whom owner-
                      ship of the Contract passes by reason of the Contract
                      Owner's death.
 
                      If the Contract Owner is not an individual, death of the
                      "primary Annuitant" (as defined under the Code) is
                      treated as the death of 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 primary Annuitant is treated
                      as the death of the Contract Owner.
 
                      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
ANNUITY CONTRACTS     to the Annuity Date for less than full and adequate con-
                      sideration 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 trans-
                      feree will be increased by any amount included in the
                      Contract Owner's income. This provision, however, does
                      not apply to those transfers between spouses or incident
                      to a divorce which are governed by Code Section 1041(a).
 
- -------------------------------------------------------------------------------
 
                                                                             29
<PAGE>
 
CONTRACTS OWNED BY    Where the Contract is held by a non-natural person (for
NON-NATURAL           example, a corporation), the Contract is generally not
PERSONS               treated as an annuity contract for federal income tax
                      purposes, and the income on that Contract (generally the
                      increase 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 em-
                      ployees, then the Contract is not treated as being held
                      by a non-natural person. The rule also does not apply
                      where the Contract is acquired by the estate of a dece-
                      dent, where the Contract is a qualified funding asset
                      for structured settlements, where the Contract is pur-
                      chased on behalf of an employee upon termination of a
                      qualified plan, and in the case of an immediate annuity
                      as defined under the Code.
 
                      ---------------------------------------------------------
 
ASSIGNMENTS           A transfer of ownership of a Contract, a collateral as-
                      signment or the designation of an Annuitant or other
                      Beneficiary who is not also the Contract Owner may re-
                      sult in tax consequences to the Contract Owner, Annui-
                      tant or Beneficiary that are not discussed herein. A
                      Contract Owner contemplating such a transfer or assign-
                      ment of a Contract should contact a tax adviser with re-
                      spect to the potential tax effects of such a transac-
                      tion.
 
                      ---------------------------------------------------------
 
MULTIPLE CONTRACTS    All non-qualified annuity contracts issued by the same
RULE                  company (or affiliate) to the same Contract Owner during
                      any calendar year are to be aggregated and treated as
                      one contract for purposes of determining the amount in-
                      cludible in the taxpayer's gross income. Thus, any
                      amount received under any Contract prior to the Con-
                      tract's Annuity Date, such as a partial withdrawal, will
                      be taxable (and possibly subject to the 10% penalty tax)
                      to the extent of the combined income in all such con-
                      tracts. 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. The aggregation
                      rules do not apply to immediate annuities as defined un-
                      der Section 72(u)(4) of the Code. Accordingly, a Con-
                      tract Owner should consult a tax adviser before purchas-
                      ing 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 pe-
                      riod, 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
 
30
<PAGE>
 
                      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 diversifi-
                      cation regulations in 1986, the Treasury announced that
                      such regulations did not provide guidance concerning the
                      extent to which Contract Owners may direct their invest-
                      ments 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 rul-
                      ings would provide. It is possible that when the regula-
                      tions or rulings are issued, the Contracts may need to
                      be modified in order to remain in compliance. For these
                      reasons, the Company reserves the right to modify the
                      Contracts, as necessary, to prevent the Contract Owner
                      from being considered the owner of assets of the Sepa-
                      rate Account.
 
                      We intend to comply with the Regulations to assure that
                      the Contracts continue to be treated as annuity con-
                      tracts for federal income tax purposes.
 
                      ---------------------------------------------------------
 
QUALIFIED             Qualified Contracts to provide for retirement may gener-
INDIVIDUAL            ally be purchased only in connection with a "rollover"
RETIREMENT            of funds from another individual retirement annuity
ANNUITIES             (IRA) or qualified plan. IRA Contracts must contain spe-
                      cial provisions and are subject to limitations on con-
                      tributions and the timing of when distributions can be
                      made. Tax penalties may apply to contributions in excess
                      of specified limits, loans or reassignments, distribu-
                      tions that do not meet specified requirements, or in
                      other circumstances. Anyone desiring to purchase a Qual-
                      ified 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 to substitute shares of another Portfolio of the
                      Fund, or of another registered open-end management in-
                      vestment company, if the shares of the Portfolios are no
                      longer available for investment, or, if in the Company's
                      judgment, investment in any Portfolio would be inappro-
                      priate 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.     
   
ADDITIONS,
DELETIONS, OR
SUBSTITUTIONS OF
INVESTMENTS     
 
                      New Portfolios may be established when marketing, tax,
                      investment, or other conditions so warrant. Any new
                      Portfolios 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 war-
                      rant.
 
                      In the event of any such substitution or change, the
                      Company may, by appropriate endorsement, make such
                      changes in the Contracts as may be necessary or appro-
                      priate to reflect such substitution or change. Further-
                      more, 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
 
                                                                             31
<PAGE>
 
                      1940 Act or any other form permitted by law, may be
                      deregistered under such Act in the event such registra-
                      tion is no longer required, or may be combined with one
                      or more other separate accounts.
 
                      ---------------------------------------------------------
 
DISTRIBUTOR OF THE    The Vanguard Group, Inc., through its wholly-owned sub-
CONTRACTS             sidiary, Vanguard Marketing Corp., is the principal dis-
                      tributor of the Contract. For these services, the Fund
                      paid a fee of less than .02% of the Fund's average net
                      assets for the 1996 fiscal year. This fee is guaranteed
                      not to exceed .20% of the Fund's average month-end 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 Addi-
                      tional Information.
 
                      ---------------------------------------------------------
 
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 Port-
                      folio shares held in the Separate Account will be voted
                      by the Company at shareholder meetings of the Fund in
                      accordance with instructions received from persons hav-
                      ing voting interests in the corresponding Portfolio.
                      Fund shares as to which no timely instructions are re-
                      ceived or shares held by the Company as to which Con-
                      tract Owners have no beneficial interest will be voted
                      in proportion to the voting instructions that are re-
                      ceived with respect to all Contracts participating in
                      that Portfolio. Voting instructions to abstain on any
                      item to be voted upon will be applied on a pro rata ba-
                      sis 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 applying his or her percentage interest, if any, in a
                      particular Portfolio to the total number of votes at-
                      tributable to the Portfolio.
 
                      Prior to the Annuity Date, the Contract Owner holds a
                      voting interest in each Portfolio to which the Accumu-
                      lated Value is allocated. The number of votes which are
                      available to a Contract Owner will be determined by di-
                      viding the Ac- cumulated Value attributable to a Portfo-
                      lio by the net asset 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 Annu-
                      ity Date will be determined by dividing the reserve for
                      such Contract allocated to the Portfolio by the net as-
                      set value per share of the corresponding Portfolio. Af-
                      ter the Annuity Date, the votes attributable to a Con-
                      tract decrease as the reserves allocated to the Portfo-
                      lio decrease. In determining the number of votes, frac-
                      tional 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 instructions will be solicited by written
                      communication prior to such meeting in accordance with
                      procedures established by the Fund.
 
                      ---------------------------------------------------------
 
32
<PAGE>
 
AUDITORS              Ernst & Young LLP serves as independent auditors for the
                      Separate Account and the Company and will audit their
                      financial statements annually.
 
                      ---------------------------------------------------------
 
LEGAL MATTERS         Jorden Burt Berenson & Johnson LLP of Washington, DC,
                      has provided legal advice relating to the federal secu-
                      rities laws applicable to the issue and sale of the Con-
                      tracts. All matters of Missouri law pertaining to the
                      validity of the Contract and the Company's right to is-
                      sue such Contracts have been passed upon by Kimberly A.
                      Scouller, Esquire, on behalf of the Company.
 
- -------------------------------------------------------------------------------
 
 
                                                                             33
<PAGE>
 
       TABLE OF CONTENTS FOR THE VANGUARD VARIABLE ANNUITY PLAN CONTRACT
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>   
<CAPTION>
                                                                            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-3
   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-4
   30-Day Yield for Non-Money Market Subaccounts..........................   B-5
   Standardized Average Annual Total Return for Non-Money Market
    Subaccounts...........................................................   B-5
  ADDITIONAL PERFORMANCE MEASURES.........................................   B-7
   Non-Standardized Total Return and Non-Standardized Average Annual Total
    Return................................................................   B-7
   Non-Standardized Total Return Year-to-Date.............................   B-8
   Non-Standardized One Year Return.......................................   B-8
  SAFEKEEPING OF ACCOUNT ASSETS...........................................   B-9
  THE COMPANY.............................................................   B-9
  STATE REGULATION........................................................   B-9
  RECORDS AND REPORTS.....................................................   B-9
  LEGAL PROCEEDINGS.......................................................  B-10
  OTHER INFORMATION.......................................................  B-10
  FINANCIAL STATEMENTS....................................................  B-10
   Audited Financial Statements...........................................  B-10
</TABLE>    
 
34
<PAGE>
 
                   PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
                              SEPARATE ACCOUNT IV
 
                      STATEMENT OF ADDITIONAL INFORMATION
                                    FOR THE
                    VANGUARD VARIABLE ANNUITY PLAN CONTRACT
 
                                  OFFERED BY
 
                   PROVIDIAN LIFE & HEALTH INSURANCE COMPANY
                          (A MISSOURI STOCK COMPANY)
                            ADMINISTRATIVE OFFICES
                                20 MOORES ROAD
                          FRAZER, PENNSYLVANIA 19355
 
                               ----------------
   
  This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Vanguard Variable Annuity Plan Contract (the
"Contract") offered by Providian Life & Health Insurance Company (the
"Company"). You may obtain a copy of the Prospectus dated December 1, 1997; 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.     
                                
                             DECEMBER 1, 1997     
 
<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-3
   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-4
   30-Day Yield for Non-Money Market Subaccounts..........................   B-5
   Standardized Average Annual Total Return for Non-Money Market
    Subaccounts...........................................................   B-5
  ADDITIONAL PERFORMANCE MEASURES.........................................   B-7
   Non-Standardized Total Return and Non-Standardized Average Annual Total
    Return................................................................   B-7
   Non-Standardized Total Return Year-to-Date.............................   B-8
   Non-Standardized One Year Return.......................................   B-8
  SAFEKEEPING OF ACCOUNT ASSETS...........................................   B-9
  THE COMPANY.............................................................   B-9
  STATE REGULATION........................................................   B-9
  RECORDS AND REPORTS.....................................................   B-9
  LEGAL PROCEEDINGS.......................................................  B-10
  OTHER INFORMATION.......................................................  B-10
  FINANCIAL STATEMENTS....................................................  B-10
   Audited Financial Statements...........................................  B-10
</TABLE>    
 
                                      B-1
<PAGE>
 
                                 THE CONTRACT
 
  In order to supplement the description in the Prospectus, the following
provides 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
Accumulated Value (or the portion of the Accumulated Value used to provide
variable payments) is applied under the Annuity Table contained in the
Contract corresponding 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 specified 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 ten
Business Days prior to 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 Payment is equal to the number of Annuity Units
multiplied by the Annuity Unit value for the Subaccount ten Business Days
before 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 rec-
      ognizes an assumed interest rate of 4% per year used in determining the
      Annuity 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 invest-
      ment results;
 
  (b) a daily charge for the mortality and expense risks assumed by the Com-
      pany corresponding to an annual rate according to the following sched-
      ule:
 
<TABLE>   
<CAPTION>
                                                                       RATE FOR
    NET ASSETS*                                                       ALL ASSETS
    -----------                                                       ----------
    <S>                                                               <C>
    Up to $2.5 Billion...............................................    0.30%
    Over $2.5 Billion and Up To $5 Billion...........................    0.28%
    Over $5 Billion..................................................    0.27%
</TABLE>    
 
   * Based on the combined net assets of the Separate Account and Separate
     Account B of First 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 time of initial purchase and on the last business day
      of each year.
 
  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; except that in
Massachusetts and Montana, the Annuity Tables contained in the Contract are
based on a 60% female/40% male blending of the above, for all annuitants of
either gender.
 
 
                                      B-2
<PAGE>
 
EXCHANGES
 
  After the Annuity Date, if a Variable Annuity Option has been chosen, the
Contract Owner may, by making a written request or by calling the Variable
Annuity Center, 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 Payment 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
exchange 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
existing 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
Annuitant. 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
designated. 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
Contracts 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
correction 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.
 
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
responsible 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 interest 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 settlement made by the Company before receipt of written
notice.
 
 
                                      B-3
<PAGE>
 
ANNUITY DATA
 
  The Company will not be liable for obligations which depend on receiving
information from a Payee until such information is received in a form
satisfactory 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
report 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
"Misstatement of Age or Sex" provision.
 
OWNERSHIP
 
  The Owner of the Contract on the Contract Date is the Annuitant, unless
otherwise 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
Owner(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
Beneficiary 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 living.
 
                         DISTRIBUTION OF THE CONTRACT
 
  The Vanguard Group, Inc. through its wholly-owned subsidiary, Vanguard
Marketing Corporation, will be the principal distributor of the Contracts. For
these services, the Fund paid a fee .02% of the Funds' average net assets for
its 1996 fiscal year. This fee is guaranteed not to exceed .20% of the Fund's
average month-end 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.
 
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
investment 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. Calculation of "effective yield" begins with the same "base period
return" used in the calculation of yield, which is then annualized to reflect
weekly compounding pursuant to the following formula:
 
        Effective Yield = [((Base Period Return) + 1/3//6//5///7/)] - 1
 
                                      B-4
<PAGE>
 
  The yield of the Money Market Subaccount for the 7-day period ended December
31, 1996, was 4.84%.
 
30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS
 
  Quotations of yield for the remaining Subaccounts will be based on all
investment income per Unit earned during a particular 30-day period, less
expenses accrued during the period ("net investment income"), and will be
computed 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
declared 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 31, 1996,
is set forth below. Yields are calculated daily for each Subaccount. Premiums
and discounts on asset-backed securities are not amortized. The High Yield
Bond and Small Company Growth Subaccounts had no operations during the period.
 
<TABLE>
     <S>                                                                   <C>
     High-Grade Bond Subaccount........................................... 5.95%
     Balanced Subaccount.................................................. 3.43%
     Equity Index Subaccount.............................................. 1.46%
     Equity Income Subaccount............................................. 2.86%
     Growth Subaccount.................................................... 0.70%
     International Subaccount.............................................  --
     High Yield Bond Subaccount........................................... 8.46%
     Small Company Growth Subaccount...................................... 0.43%
</TABLE>
   
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR NON-MONEY MARKET SUBACCOUNTS     
 
  When advertising performance of the Subaccounts, the Company will show the
"Standardized Average Annual Total Return," calculated as prescribed by the
rules of the SEC, for each Subaccount. The Standardized Average Annual Total
Return is the effective annual compounded rate of return that would have
produced the cash redemption value over the stated period had the performance
remained constant throughout. The calculation assumes a single $1,000 payment
made at the beginning of the period and full redemption at the end of the
period. It reflects the deduction of all applicable sales loads, the Annual
Contract Maintenance Fee and all other Portfolio, Separate Account and
Contract level charges except Premium Taxes, if any. In calculating
performance information, the Annual Contract Maintenance Fee is reflected as a
percentage equal to the total amount of fees collected during a year divided
by the total average net assets of the Portfolios during the same year. The
fee is assumed to remain the same in each year of the applicable period. The
fee is prorated 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.
 
 
                                      B-5
<PAGE>
 
  Quotations of average annual total return for any Subaccount will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in a Contract over a period of one, three, five and 10
years (or, if less, up to the life of the Subaccount) and year-to-date and
quarter-to-date, calculated pursuant to the formula:
 
                                P(1 + T)n = ERV
 
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 por-
      tion thereof)
 
  The following tables show the average annual total return for the
Subaccounts for the period beginning at the inception of each Subaccount and
ending on December 31, 1996.
 
<TABLE>   
<CAPTION>
                                                    YEAR   YEAR ENDED   SINCE
                           1 YEAR  3 YEARS 5 YEARS TO DATE  12/31/96  INCEPTION*
                           ------  ------- ------- ------- ---------- ----------
<S>                        <C>     <C>     <C>     <C>     <C>        <C>
High-Grade Bond
 Subaccount...............  3.07%    5.43%   6.16%   3.07%    3.07%      7.22%
Balanced Subaccount....... 15.66%   14.63%  12.55%  15.66%   15.66%     12.62%
Equity Index Subaccount... 22.25%   18.89%  14.38%  22.25%   22.25%     14.93%
Equity Income Subaccount.. 18.11%   17.04%    --    18.11%   18.11%     15.64%
Growth Subaccount......... 26.27%   21.70%    --    26.27%   26.27%     19.76%
International Subaccount.. 14.04%     --      --    14.04%   14.04%     11.72%
High Yield Bond
 Subaccount...............   --       --      --     8.69%     --        8.69%
Small Company Growth
 Subaccount...............   --       --      --    -2.76%     --       -2.76%
</TABLE>    
- --------
*Since Inception:
  Equity Index Subaccount and High-Grade Bond Subaccount--April 29, 1991
  Balanced Subaccount--May 23, 1991
  Equity Income Subaccount and Growth Subaccount--June 7, 1993
  International Subaccount--June 3, 1994
  High Yield Bond Subaccount and Small Company Growth Subaccount--June 3,
  1996
 
<TABLE>   
<CAPTION>
                                                        MONTH-  QUARTER 6 MONTHS
                                                        TO-DATE TO-DATE TO-DATE
                                                        ------- ------- --------
<S>                                                     <C>     <C>     <C>
High-Grade Bond Subaccount.............................  -0.99%   2.91%   4.76%
Balanced Subaccount....................................  -2.25%   6.46%  10.66%
Equity Index Subaccount................................  -2.00%   8.21%  11.38%
Equity Income Subaccount...............................  -0.99%   8.82%  10.42%
Growth Subaccount......................................  -2.30%   5.77%  10.35%
International Subaccount...............................  -0.12%   3.68%   4.13%
High Yield Bond Subaccount.............................   1.43%   4.10%   9.09%
Small Company Growth Subaccount........................   1.11%  -1.12%   2.08%
</TABLE>    
 
  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.
 
 
                                      B-6
<PAGE>
 
  Performance information for a Subaccount may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P
500"), Dow Jones Industrial Average ("DJIA"), Donoghue Money Market
Institutional 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 administrative 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.
 
  Reports and marketing materials may, from time to time, include information
concerning the rating of Providian Life & Health Insurance Company as
determined by A.M. Best, Moody's, Standard & Poor's or other recognized rating
services. Reports and promotional literature may also contain other
information including (i) the ranking of any Subaccount derived from rankings
of variable annuity separate accounts or other investment products tracked by
Lipper Analytical 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 illustrated 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.
                        
                     ADDITIONAL PERFORMANCE MEASURES     
   
NON-STANDARDIZED TOTAL RETURN AND NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
       
  The Company may show Non-Standardized Total Return (i.e., the percentage
change in the value of an Accumulation Unit) for one or more Subaccounts with
respect to one or more periods. The Company may also show Non-Standardized
Average Annual Total Return (i.e., the average annual change in Accumulation
Unit Value) with respect to one or more periods. For one year and periods less
than one year, the Non-Standardized Total Return and the Non-Standardized
Average Annual Total Return are effective annual rates of return and are
equal. For periods greater than one year, the Non-Standardized Average Annual
Total Return is the effective annual compounded rate of return for the periods
stated. Because the value of an Accumulation Unit reflects the Separate
Account and Portfolio expenses (See Fee Table in the Prospectus), the Non-
Standardized Total Return and Non- Standardized Average Annual Total Return
also reflect these expenses. However, these percentages do not reflect the
Annual Contract Maintenance Fee or Premium Taxes (if any), which if included
would reduce the percentages reported by the Company.     
 
                                      B-7
<PAGE>
 
                         
                      NON-STANDARDIZED TOTAL RETURN     
                          FOR PERIOD ENDING 12/31/96
 
<TABLE>   
<CAPTION>
                           MONTH-   QUARTER   6 MONTHS
                          TO-DATE   TO-DATE    TO-DATE  ONE YEAR SINCE INCEPTION
                          -------- ---------- --------- -------- ---------------
<S>                       <C>      <C>        <C>       <C>      <C>
High-Grade Bond
 Subaccount.............   -0.99%     2.91%      4.76%    3.08%       48.82%
Balanced Subaccount.....   -2.25%     6.46%     10.66%   15.68%       95.32%
Equity Index Subaccount.   -2.00%     8.21%     11.39%   22.27%      120.98%
Equity Income
 Subaccount.............   -0.99%     8.82%     10.43%   18.13%       68.20%
Growth Subaccount.......   -2.30%     5.77%     10.35%   26.29%       90.57%
International
 Subaccount.............   -0.12%     3.68%      4.13%   14.05%       33.19%
High Yield Bond
 Subaccount.............    1.43%     4.10%      9.09%     --          8.71%
Small Company Growth
 Subaccount.............    1.11%    -1.02%      2.08%     --         -2.75%
 
                 NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
                          FOR PERIOD ENDING 12/31/96
 
<CAPTION>
                          ONE YEAR THREE YEAR FIVE YEAR TEN YEAR SINCE INCEPTION
                          -------- ---------- --------- -------- ---------------
<S>                       <C>      <C>        <C>       <C>      <C>
High-Grade Bond
 Subaccount.............    3.08%     5.44%      6.18%     --          7.25%
Balanced Subaccount.....   15.68%    14.65%     12.58%     --         12.67%
Equity Index Subaccount.   22.27%    18.91%     14.41%     --         14.98%
Equity Income
 Subaccount.............   18.13%    17.05%       --       --         15.68%
Growth Subaccount.......   26.29%    21.71%       --       --         19.80%
International
 Subaccount.............   14.05%      --         --       --         11.75%
High Yield Bond
 Subaccount.............     --        --         --       --          8.71%
Small Company Growth
 Subaccount.............     --        --         --       --         -2.75%
</TABLE>    
 
NON-STANDARDIZED TOTAL RETURN YEAR-TO-DATE
   
  The Company may show Non-Standardized Total Return Year-to-Date as of a
particular date, or simply Total Return YTD, for one or more Subaccounts with
respect to one or more non-standardized base periods commencing at the
beginning of a calendar year. Total Return YTD figures reflect the percentage
change in actual Accumulation Unit Values during the relevant period. These
percentages reflect a deduction for the Separate Account and Portfolio
expenses, but do not include the Annual Contract Maintenance Fee or Premium
Taxes (if any), which if included would reduce the percentages reported by the
Company.     
 
<TABLE>   
<CAPTION>
                                                                TOTAL RETURN YTD
                                                                 AS OF 12/31/96
                                                                ----------------
<S>                                                             <C>
High-Grade Bond Subaccount.....................................       3.08%
Balanced Subaccount............................................      15.68%
Equity Index Subaccount........................................      22.27%
Equity Income Subaccount.......................................      18.13%
Growth Subaccount..............................................      26.29%
International Subaccount.......................................      14.05%
High Yield Bond Subaccount.....................................       8.71%
Small Company Growth Subaccount................................      -2.75%
</TABLE>    
 
NON-STANDARDIZED ONE YEAR RETURN
 
  The Company may show Non-Standardized One Year Return, for one or more
Subaccounts with respect to one or more non-standardized base periods
commencing at the beginning of a calendar year (or date of inception, if
during the relevant year) and ending at the end of such calendar year. One
Year Return figures reflect the percentage change in actual Accumulation Unit
Values during the relevant period. These percentages reflect a deduction for
the Separate Account and Portfolio expenses, but do not include the Annual
Contract Maintenance Fee or Premium Taxes (if any), which if included would
reduce the percentages reported by the Company.
 
                                      B-8
<PAGE>
 
<TABLE>   
<CAPTION>
                                               1996   1995   1994   1993   1992
                                               -----  -----  -----  -----  ----
<S>                                            <C>    <C>    <C>    <C>    <C>
High-Grade Bond Subaccount....................  3.08% 17.47% -3.19%  8.92% 5.70%
Balanced Subaccount........................... 15.68% 31.76% -1.13% 12.56% 6.59%
Equity Index Subaccount....................... 22.27% 36.67%  0.61%  9.18% 6.77%
Equity Income Subaccount...................... 18.13% 38.19% -1.76%   --    --
Growth Subaccount............................. 26.29% 37.62%  3.74%   --    --
International Subaccount...................... 14.05% 15.31%   --     --    --
High Yield Bond Subaccount....................   --     --     --     --    --
Small Company Growth Subaccount...............   --     --     --     --    --
</TABLE>    
 
                         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
redemptions of eligible Portfolio shares held by each of the Subaccounts.
 
                                  THE COMPANY
   
  Commonwealth General Corporation owns a 4% interest in the Company and 61%,
15% and 20% interests, respectively, are held by Commonwealth Life Insurance
Company, Peoples Security Life Insurance Company and Capital Liberty, L.P.
Commonwealth Life Insurance Company and Peoples Security Life Insurance
Company are each wholly owned by Capital General Development Corporation,
which in turn is wholly owned by Commonwealth General Corporation. A 3%
interest in Capital Liberty, L.P. is owned by Providian Corporation, which is
the general partner, and 78% and 19% interests, respectively, are held by two
limited partners, Commonwealth Life Insurance Company and Peoples Security
Life Insurance Company.     
   
  Commonwealth General Corporation is a wholly owned subsidiary of AEGON
International N.V. AEGON International N.V. is a wholly owned subsidiary of
AEGON N.V. Vereniging AEGON (a Netherlands membership association) has a 53%
interest in AEGON N.V.     
                                
                             STATE REGULATION     
   
  The Company is a stock life insurance company organized under the laws of
Missouri, and is subject to regulation by the Missouri State Department of
Insurance. An annual statement is filed with the Missouri Commissioner of
Insurance on or before March 1 of each year covering the operations and
reporting on the financial condition of the Company as of December 31 of the
preceding calendar year. Periodically, the Missouri Commissioner of Insurance
examines the financial condition of the Company, including the liabilities and
reserves of the Separate Account.     
 
  In addition, the Company is subject to the insurance laws and regulations of
all the states where it is licensed to operate. 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
Investment 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 under that Act or by any other applicable law or regulation.
 
                                      B-9
<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
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.
 
                               OTHER INFORMATION
 
  A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
Contracts 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. Statements contained in this Statement of Additional Information
concerning the content of the Contracts and other legal instruments are
intended to be summaries. For a complete statement of the terms of these
documents, reference should be made to the instruments filed with the
Securities and Exchange Commission.
 
                             FINANCIAL STATEMENTS
 
  The audited financial statements of the Separate Account for the years ended
December 31, 1996 and December 31, 1995, including the Report of Independent
Auditors thereon, are included in this Statement of Additional Information.
 
  The audited statutory-basis financial statements of the Company for the
years ended December 31, 1996 and December 31, 1995, including the Report of
Independent Auditors thereon, which are also included in this Statement of
Additional Information, should be distinguished from the financial statements
of the Separate Account and should be considered only as bearing 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-10
<PAGE>
 
                               OTHER INFORMATION
 
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
  (A) FINANCIAL STATEMENTS
  Part A None
     
  Part B Audited Financial Statement     
         Providian Life & Health Insurance Company Separate Account IV
            
         Years ended December 31, 1996 and 1995 with Report of Independent Au-
         ditors/8/     
 
         Audited Financial Statements--Statutory-Basis
         Providian Life & Health Insurance Company
            
         Years ended December 31, 1996 and 1995 with Report of Independent Au-
         ditors/8/     
 
  Part C None
 
  (B) EXHIBITS
   
   (1) Resolution of the Board of Directors of National Home Life Assurance
       Company ("National Home") authorizing establishment of the Separate Ac-
       count./4/     
   (2) Not Applicable.
   (3) Not Applicable.
   
   (4) Form of variable annuity contract/5/     
   
   (5) Form of application/5/     
   
   (6) (a) Articles of Incorporation of National Home/1/     
       
       (b) Amendment to Articles of Incorporation of National Home/2/     
       
       (c) Amended and Restated Articles of Incorporation of National Home/3/
          
   (7) Not applicable.
   
   (8) (a) Participation Agreement for the Vanguard Variable Insurance Fund/6/
          
       (b) First Amendment to Participation, Market Consulting and Administra-
           tion Agreement/7/     
       
       (c) Administration Agreement/5/     
   
   (9) (a) Opinion and Consent of Counsel/8/     
       
       (b) Consent of Counsel/8/     
   
  (10) Consent of Independent Auditors/8/     
  (11) No financial statements are omitted from item 23.
  (12) Not applicable.
   
  (13) Performance computation/7/     
  (14) Not applicable.
- --------
          
/1/ Incorporated by reference from the initial Registration Statement of the
    Providian Life & Health Insurance Company Separate Account II, File No. 33-
    7033.     
   
/2/ Incorporated by reference from Post-Effective Amendment No. 3 to the Regis-
    tration Statement of Providian Life & Health Insurance Company Separate Ac-
    count II, File No. 33-7033.     
   
/3/ Incorporated by reference from Post-Effective Amendment No. 5 to the Regis-
    tration Statement of the Providian Life & Health Insurance Company Separate
    Account II, File No. 33-7033.     
   
/4/ Incorporated by reference from the initial Registration Statement of the
    Providian Life & Health Insurance Company Separate Account IV, File No. 33-
    36073.     
   
/5/ Incorporated by reference from Pre-Effective Amendment No. 1 to the Regis-
    tration Statement of the Providian Life & Health Insurance Company Separate
    Account IV, File No. 33-36073.     
   
/6/ Incorporated by reference from Post-Effective Amendment No.1 to the Regis-
    tration Statement of Providian Life & Health Insurance Company Separate Ac-
    count IV, File No. 33-36073.     
   
/7/ Incorporated by reference from Post-Effective Amendment No. 6 to Registra-
    tion Statement of Providian Life & Health Insurance Company Separate Account
    IV, File No. 33-36073.     
   
/8/ Incorporated by reference from Post-Effective Amendment No. 8 to Registra-
    tion Statement of Providian Life & Health Insurance Company Separate Account
    IV, File No. 33-36073.     
 
                                      C-1
<PAGE>
 
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
<TABLE>   
<CAPTION>
       NAME AND PRINCIPAL                     POSITIONS AND OFFICES
       BUSINESS ADDRESS*                          WITH DEPOSITOR
       ------------------                     ---------------------
<S>                              <C>
Bart Herbert, Jr. .............. President
Carol E. Ballentine............. Senior Vice President
Edward A. Biemer................ Senior Vice President
Dennis E. Brady................. Senior Vice President, Treasurer, and
                                  Senior Financial Officer
Kevin P. McGlynn................ Senior Vice President
Martin Renninger................ Senior Vice President
G. Douglas Mangum, Jr. ......... Senior Vice President
John C. Prestwood, Jr. ......... Vice President and Actuary
Thomas Nesspor.................. Vice President
Carolyn M. Johnson.............. Vice President
Brian Alford.................... Vice President
Douglas A. Sarcia............... Vice President
Nancy B. Schuckert.............. Senior Vice President
Joseph D. Strenk................ Vice President
Julie S. Congdon................ Senior Vice President and General Counsel
Charles N. Coatsworth........... Vice President
William J. Kline................ Vice President/Underwriting
Michael F. Lane................. Vice President
Susan Martin.................... Vice President, Secretary and Associate General
                                  Counsel
G. Eric O'Brien................. Vice President
Harold W. Peterson, Jr. ........ Vice President
Frank J. Rosa................... Vice President
Oris Stuart, III................ Vice President
Nathan C. Anguiano.............. Vice President
Thomas P. Bowie................. Senior Vice President
Michele M. Coan................. Vice President
Gregory J. Garvin............... Vice President
John A. Mazzuca................. Vice President
Daniel H. Odum.................. Vice President
Ellen S. Rosen.................. Vice President and Associate General Counsel
Janice L. Weaver................ Vice President
Geralyn Barbato................. Assistant Vice President
Janice Boehmler................. Assistant Vice President
Mary Ellen Fahringer............ Assistant Vice President
Harvey Waite.................... Assistant Vice President
Michael A. Cioffi............... Assistant Vice President and Qualified Actuary
Patricia A. Lukacs.............. Assistant Vice President
Elaine J. Robinson.............. Assistant Treasurer
Paul J. Lukacs.................. Assistant Controller
Joseph C. Noone................. Assistant Controller
Karen Fleming................... Vice President
George E. Claiborne, Jr. ....... Second Vice President
Cindy L. Chanley................ Second Vice President
Terri L. Allen.................. Second Vice President/Investments
Lisa M. Longino................. Second Vice President/Investments
Kirk W. Buese................... Second Vice President/Investments
Deborah A. Dias................. Second Vice President/Investments
Eric B. Goodman................. Second Vice President/Investments
James Grant..................... Second Vice President/Investments
Frederick B. Howard............. Second Vice President/Investments
</TABLE>    
 
                                      C-2
<PAGE>
 
<TABLE>   
<CAPTION>
        NAME AND PRINCIPAL                      POSITIONS AND OFFICES
        BUSINESS ADDRESS*                           WITH DEPOSITOR
        ------------------                      ---------------------
<S>                                <C>
Tim Kuussalo...................... Second Vice President/Investments
Mark E. Lamb...................... Second Vice President/Investments
James D. MacKinnon................ Second Vice President/Investments
Douglas H. Owen, Jr. ............. Second Vice President/Investments
Jon L. Skaggs..................... Second Vice President/Investments
Robert A. Smedley................. Second Vice President/Investments
Bradley L. Stofferahn............. Second Vice President/Investments
Randall K. Waddell................ Second Vice President/Investments
Tammy C. Wetterer................. Second Vice President/Investments
Michael B. Simpson................ Second Vice President/Investments
C. Ray Brewer..................... Second Vice President/Investments
Joel L. Coleman................... Second Vice President/Investments
Lee W. Eastland................... Second Vice President/Investments
Claudia Jackson................... Second Vice President/Investments
Jeffrey T. McGlaun................ Second Vice President/Investments
Paul D. Mier...................... Second Vice President/Investments
J. Alan Schork.................... Second Vice President/Investments
Elizabeth A. Smedley.............. Second Vice President/Investments
Marcia Weiland.................... Second Vice President/Investments
Gregory Lee Chapman............... Second Vice President/Special Markets
Gregory M. Curry.................. Second Vice President/Special Markets
Julie Ford........................ Second Vice President/Special Markets
Kim A. Bivins..................... Second Vice President/Special Markets
Lisa L. Patterson................. Second Vice President/Special Markets
Rhonda L. Pritchett............... Second Vice President/Special Markets
Harvey Willis..................... Second Vice President/Special Markets
Thomas E. Walsh................... Second Vice President/Special Markets
Edward P. Reiter.................. Second Vice President and Assistant Secretary
Kimberly A. Scouller.............. Assistant Secretary
L. Jude Clark..................... Assistant Secretary
Colleen S. Lyons.................. Assistant Secretary
John E. Reesor.................... Assistant Secretary
Mary Ann Malinyak................. Assistant Secretary
R. Michael Slaven................. Assistant Secretary
Carolyn Wetterer.................. Assistant Secretary
James T. Bradley.................. Product Compliance Officer
Nancy E. Partington............... Advertising Compliance Officer
</TABLE>    
 
                                      C-3
<PAGE>
 
DIRECTORS:
<TABLE>    
<S>                                <C> 
David E. Brady                     Martin Renninger
Julie S. Congdon                   Ellen S. Rosen
Susan E. Martin                    Kevin P. McGlynn
John C. Prestwood, Jr.             Thomas B. Nesspor
Bart Herbert, Jr.                  Craig D. Vermie

</TABLE>     
- -------
* The business address of each director and officer of Providian Life & Health
  Insurance Company is 20 Moores Road, Frazer, Pennsylvania 19355 or 400 West
  Market Street, Louisville, Kentucky 40202.
 
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
       REGISTRANT.
   
 The Depositor, Providian Life & Health Insurance Company, is directly and in-
directly wholly owned by Commonwealth General Corporation. The Registrant is a
segregated asset account of Providian Life & Health Insurance Company.     
 The following chart indicates the persons controlled by or under common con-
trol with Providian Life & Health Insurance Company.
 
<TABLE>   
<CAPTION>
                          JURISDICTION OF   PERCENT OF VOTING
          NAME             INCORPORATION     SECURITIES OWNED            BUSINESS
          ----            ---------------   -----------------            --------
<S>                       <C>             <C>                    <C>
AEGON USA, Inc.           Iowa            100% AEGON U.S.        Holding company
                                           Holding Corporation
AUSA Holding Company      Maryland        100% AEGON USA, Inc.   Holding company
Monumental General        Maryland        100% AUSA Holding Co.  Holding company
 Insurance Group, Inc.
Monumental General Ad-    Maryland        100% Monumental        Provides management
 ministrators, Inc.                        General Insurance      srvcs. to unaffiliated
                                           Group, Inc.            third party
                                                                  administrator
Executive Management and  Maryland        100% Monumental        Provides actuarial
 Consultant                                General                consulting services
 Services, Inc.                            Administrators, Inc.
Monumental General Mass   Maryland        100% Monumental        Marketing arm for sale
 Marketing, Inc.                           General Insurance      of mass marketed
                                           Group, Inc.            insurance coverages
Diversified Investment    Delaware        100% AUSA Holding Co.  Registered investment
 Advisors, Inc.                                                   advisor
Diversified Investors     Delaware        100% Diversified       Broker-Dealer
 Securities Corp.                          Investment Advisors,
                                           Inc.
AEGON USA Securities,     Iowa            100% AUSA Holding Co.  Broker-Dealer
 Inc.
American Forum For Fis-   Iowa            100% AUSA Holding Co.  Marketing
 cal Fitness, Inc.
Supplemental Ins. Divi-   Tennessee       100% AUSA Holding Co.  Insurance
 sion, Inc.
Creditor Resources, Inc.  Michigan        100% AUSA Holding Co.  Credit insurance
CRC Creditor Resources    Canada          100% Creditor          Insurance agency
 Canadian Dealer Network                   Resources, Inc.
 Inc.
AEGON USA Investment      Iowa            100% AUSA Holding Co.  Investment advisor
 Management, Inc.
AEGON USA Realty Advi-    Iowa            100% AUSA Holding Co.  Provides real estate
 sors, Inc.                                                       administrative and real
                                                                  estate investment
                                                                  services
Quantra Corporation       Delaware        100% AEGON USA Realty  Real estate and
                                           Advisors, Inc.         financial software
                                                                  production and sales
Quantra Software Corpo-   Delaware        100% Quantra           Manufacture and sell
 ration                                    Corporation            mortgage loan and
                                                                  security management
                                                                  software
Landauer Realty Advi-     Iowa            100% AEGON USA Realty  Real estate counseling
 sors, Inc.                                Advisors, Inc.
Landauer Associates,      Delaware        100% AEGON USA Realty  Real estate counseling
 Inc.                                      Advisors, Inc.
Realty Information Sys-   Iowa            100% AEGON USA Realty  Information Systems for
 tems, Inc.                                Advisors, Inc.         real estate investment
                                                                  management
AEGON USA Realty Manage-  Iowa            100% AEGON USA Realty  Real estate management
 ment, Inc.                                Advisors, Inc.
</TABLE>    
 
                                      C-4
<PAGE>
 
<TABLE>   
<CAPTION>
                          JURISDICTION OF   PERCENT OF VOTING
          NAME             INCORPORATION     SECURITIES OWNED            BUSINESS
          ----            ---------------   -----------------            --------
<S>                       <C>             <C>                    <C>
USP Real Estate Invest-   Iowa            21.89% First AUSA      Real estate investment
 ment Trust                                Life Ins. Co.          trust
                                          13.11% PFL Life Ins.
                                           Co.
                                          4.86% Bankers United
                                           Life Assurance Co.
Cedar Income Fund, Ltd.   Iowa            16.73% PFL Life Ins.   Real estate investment
                                           Co.                    trust
                                          3.77% Bankers United
                                           Life Assurance
                                           Company
                                          3.38% Life Investors
                                           Co. of America
                                          1.97% AEGON USA
                                           Realty Advisors,
                                           Inc.
                                          .18% First AUSA Life
                                           Ins. Co.
AUSA Financial Markets,   Iowa            100% AUSA Holding Co.  Marketing
 Inc.
Universal Benefits Cor-   Iowa            100% AUSA Holding Co.  Third party
 poration                                                         administrator
Investors Warranty of     Iowa            100% AUSA Holding Co.  Provider of automobile
 America, Inc.                                                    extended maintenance
                                                                  contracts
Massachusetts Fidelity    Iowa            100% AUSA Holding Co.  Trust company
 Trust Co.
Money Services, Inc.      Delaware        100% AUSA Holding Co.  Provides financial
                                                                  counseling for
                                                                  employees and agents of
                                                                  affiliated companies
Zahorik Company, Inc.     California      100% AUSA Holding Co.  Broker-Dealer
ZCI, Inc.                 Alabama         100% Zahorik Company,  Insurance agency
                                           Inc.
AEGON Financial Services  Minnesota       100% AUSA Holding Co.  Insurance agency
 Group, Inc.
AEGON Asset Management    Delaware        100% AUSA Holding Co.  Registered investment
 Services, Inc.                                                   advisor
Intersecurities, Inc.     Delaware        100% AUSA Holding Co.  Broker-Dealer
ISI Insurance Agency,     California      100% Intersecurities,  Insurance agency
 Inc.                                      Inc.
ISI Insurance Agency of   Ohio            100% ISI Insurance     Insurance agency
 Ohio, Inc.                                Agency, Inc.
ISI Insurance Agency of   Texas           100% ISI Insurance     Insurance agency
 Texas, Inc.                               Agency, Inc.
ISI Insurance Agency of   Massachusetts   100% ISI Insurance     Insurance Agency
 Massachusetts, Inc.                       Agency Inc.
Associated Mariner Fi-    Michigan        100% Intersecurities,  Holding co./management
 nancial Group, Inc.--                     Inc.                   services
 Holding company
Mariner Financial Serv-   Michigan        100% Associated        Broker/Dealer
 ices, Inc.                                Mariner Financial
                                           Group, Inc.
Mariner Planning Corpo-   Michigan        100% Mariner           Financial planning
 ration                                    Financial Services,
                                           Inc.
Associated Mariner Agen-  Michigan        100% Associated        Insurance agency
 cy, Inc.                                  Mariner Financial
                                           Group, Inc.
Mariner Agency of         Hawaii          100% Associated        Insurance agency
 Hawaii, Inc.                              Mariner Agency, Inc.
Associated Mariner Ins.   Massachusetts   100% Associated        Insurance agency
 Agency of                                 Mariner Agency, Inc.
 Massachusetts, Inc.
Associated Mariner        Ohio            100% Associated        Insurance agency
 Agency Ohio, Inc.                         Mariner Agency, Inc.
Associated Mariner        Texas           100% Associated        Insurance agency
 Agency Texas, Inc.                        Mariner Agency, Inc.
Associated Mariner        New Mexico      100% Associated        Insurance agency
 Agency New Mexico, Inc.                   Mariner Agency, Inc.
Mariner Mortgage Corp     Michigan        100% Associated        Mortgage origination
                                           Mariner Financial
                                           Group, Inc.
Idex Investor Services,   Florida         100% AUSA Holding Co.  Shareholder services
 Inc.
</TABLE>    
 
                                      C-5
<PAGE>
 
<TABLE>   
<CAPTION>
                          JURISDICTION OF   PERCENT OF VOTING
          NAME             INCORPORATION     SECURITIES OWNED            BUSINESS
          ----            ---------------   -----------------            --------
<S>                       <C>             <C>                    <C>
Idex Management, Inc.     Delaware        50% AUSA Holding Co.   Investment advisor
                                          50% Janus Capital
                                          Corp.
IDEX II Series Fund       Massachusetts   Various                Mutual fund
IDEX Fund                 Massachusetts   Various                Mutual fund
IDEX Fund 3               Massachusetts   Various                Mutual fund
First AUSA Life Insur-    Maryland        100% AEGON USA, Inc.   Insurance holding
 ance Co.                                                         company
AUSA Life Insurance Co.   New York        100% First AUSA Life   Insurance
 Inc.                                      Insurance Company
Life Investors Insurance  Iowa            100% First AUSA Life   Insurance
 Company of America                        Ins. Co.
Bankers United Life       Iowa            100% Life Investors    Insurance
 Assurance Company                         Ins. Company of
                                           America
PFL Life Insurance        Iowa            100% First AUSA Life   Insurance
 Company                                   Ins. Co.
Southwest Equity Life     Arizona         100% of Common Voting  Insurance
 Ins. Co.                                  Stock First AUSA
                                           Life Ins. Co.
Iowa Fidelity Life        Arizona         100% of Common Voting  Insurance
 Insurance Co.                             Stock First AUSA
                                           Life Ins. Co.
Western Reserve Life      Ohio            100% First AUSA Life   Insurance
 Assurance Co. of Ohio                     Ins. Co.
WRL Series Fund, Inc.     Maryland        Various                Mutual fund
WRL Investment Services,  Florida         100% Western Reserve   Provides administration
 Inc.                                      Life Assurance Co.     for affiliated mutual
                                           of Ohio                fund
WRL Investment            Florida         100% Western Reserve   Registered investment
 Management, Inc.                          Life Assurance Co.     advisor
                                           of Ohio
Monumental Life           Maryland        100% First AUSA Life   Insurance
 Insurance Co.                             Ins. Co.
Monumental General        Maryland        100% Monumental Life   Insurance
 Casualty Co.                              Ins. Co.
United Financial          Maryland        100% Monumental Life   General agency
 Services, Inc.                            Ins. Co.
Bankers Financial Life    Arizona         100% Monumental Life   Insurance
 Ins. Co.                                  Insurance Company
The Whitestone            Maryland        100% Monumental Life   Insurance agency
 Corporation                               Ins. Co.
Cadet Holding Corp.       Iowa            100% First AUSA Life   Holding company
                                           Insurance Company
Commonwealth General      Delaware        100% AEGON N.V.        Holding company
 Corporation
Providian Series Trust    Massachusetts   N/A                    Mutual fund
Providian Agency Group,   Kentucky        100% Commonwealth      Provider of services to
 Inc.                                      General Corp.          ins. cos.
Benefit Plans, Inc.       Delaware        100% Commonwealth      TPA for Peoples Security
                                           General Corp.          Life Insurance Company
Durco Agency, Inc.        Virginia        100% Benefit Plans,    General agent
                                           Inc.
Providian Assignment      Kentucky        100% Commonwealth      Administrator of
 Corp.                                     General Corp.          structured settlements
Providian Financial       Pennsylvania    100% Commonwealth      Financial services
 Services, Inc.                            General Corp.
Providian Securities      Pennsylvania    100% Providian         Broker-Dealer
 Corporation                               Financial Services,
                                           Inc.
Providian Investment      Delaware        100% Commonwealth      Registered investment
 Advisors, Inc.                            General Corp.          advisor
Providian Capital         Delaware        100% Commonwealth      Provider of investment,
 Management, Inc.                          General Corp.          marketing and admin.
                                                                  services to ins. cos.
</TABLE>    
 
                                      C-6
<PAGE>
 
<TABLE>   
<CAPTION>
                          JURISDICTION OF   PERCENT OF VOTING
          NAME             INCORPORATION     SECURITIES OWNED            BUSINESS
          ----            ---------------   -----------------            --------
<S>                       <C>             <C>                    <C>
Providian Capital         Delaware        100% Providian         Real estate and mortgage
 Management Real Estate                    Capital Management,    holding company
 Services, Inc.                            Inc.
Capital Real Estate       Delaware        100% Commonwealth      Furniture and equipment
 Development Corporation                   General Corp.          lessor
Capital General           Delaware        100% Commonwealth      Holding company
 Development Corporation                   General Corp.
Commonwealth Life         Kentucky        100% Capital General   Insurance company
 Insurance Company                         Development
                                           Corporation
Agency Holding I, Inc.    Delaware        100% Commonwealth      Investment subsidiary
                                           Life Insurance
                                           Company
Agency Investments I,     Delaware        100% Agency Holding    Investment subsidiary
 Inc.                                      I, Inc.
Commonwealth Agency,      Kentucky        100% Commonwealth      Special purpose
 Inc.                                      Life Insurance         subsidiary
                                           Company
Camden Asset Management   California      51% Commonwealth Life  Investment entity
 L.P.                                      Insurance Company
Peoples Security Life     North           100% Capital General   Insurance company
 Insurance Company        Carolina         Development
                                           Corporation
Ammest Realty             Texas           100% Peoples Security  Special purpose
 Corporation                               Life Insurance         subsidiary
                                           Company
Agency Holding II, Inc.   Delaware        100% Peoples Security  Investment subsidiary
                                           Life Insurance
                                           Company
Agency Investments II,    Delaware        100% Agency Holding    Investment subsidiary
 Inc.                                      II, Inc.
Agency Holding III, Inc.  Delaware        100% Peoples Security  Investment subsidiary
                                           Life Insurance
                                           Company
Agency Investments III,   Delaware        100% Agency Holding    Investment subsidiary
 Inc.                                      III, Inc.
JMH Operating Company,    Mississippi     100% Peoples Security  Real estate holdings
 Inc.                                      Life Insurance
                                           Company
Capital Security Life     North           100% Capital General   Insurance company
 Ins. Co.                 Carolina         Development
                                           Corporation
Independence Automobile   Florida         100% Capital Security  Automobile Club
 Association, Inc.                         Life Insurance
                                           Company
Independence Automobile   Georgia         100% Capital Security  Automobile Club
 Club, Inc.                                Life Insurance
                                           Company
Capital 200 Block         Delaware        100% Commonwealth      Real estate holdings
 Corporation                               General Corp.
Capital Broadway          Kentucky        100% Commonwealth      Real estate holdings
 Corporation                               General Corp.
Southlife, Inc.           Tennessee       100% Commonwealth      Investment subsidiary
                                           General Corp.
Providian Insurance       Pennsylvania    100% Commonwealth      Provider of management
 Agency, Inc.                              General Corp.          support services
National Home Life        Pennsylvania    100% Providian         Special-purpose
 Corporation                               Insurance Agency,      subsidiary
                                           Inc.
Compass Rose Development  Pennsylvania    100% Providian         Special-purpose
 Corporation                               Insurance Agency,      subsidiary
                                           Inc.
Association Consultants,  Illinois        100% Providian         TPA license-holder
 Inc.                                      Insurance Agency,
                                           Inc.
Valley Forge Associates,  Pennsylvania    100% Providian         Furniture & equipment
 Inc.                                      Insurance Agency,      lessor
                                           Inc.
Veterans Benefits Plans,  Pennsylvania    100% Providian         Administrator of group
 Inc.                                      Insurance Agency,      insurance programs
                                           Inc.
Veterans Insurance        Delaware        100% Providian         Special-purpose
 Services, Inc.                            Insurance Agency,      subsidiary
                                           Inc.
Financial Planning        Dist.           100% Providian         Special-purpose
 Services, Inc.           Columbia         Insurance Agency,      subsidiary
                                           Inc.
Providian Auto and Home   Missouri        100% Commonwealth      Insurance company
 Insurance Company                         General Corp.
Academy Insurance Group,  Delaware        100% Providian Auto    Holding company
 Inc.                                      and Home Insurance
                                           Company
</TABLE>    
 
                                      C-7
<PAGE>
 
<TABLE>   
<CAPTION>
                          JURISDICTION OF   PERCENT OF VOTING
          NAME             INCORPORATION     SECURITIES OWNED            BUSINESS
          ----            ---------------   -----------------            --------
<S>                       <C>             <C>                    <C>
Academy Life Insurance    Missouri        100% Academy           Insurance company
 Co.                                       Insurance Group,
                                           Inc.
Pension Life Insurance    New Jersey      100% Academy           Insurance company
 Company of America                        Insurance Group,
                                           Inc.
Academy Services, Inc.    Delaware        100% Academy           Special-purpose
                                           Insurance Group,       subsidiary
                                           Inc.
Ammest Development Corp.  Kansas          100% Academy           Special-purpose
 Inc.                                      Insurance Group,       subsidiary
                                           Inc.
Ammest Insurance Agency,  California      100% Academy           General agent
 Inc.                                      Insurance Group,
                                           Inc.
Ammest Massachusetts      Massachusetts   100% Academy           Special-purpose
 Insurance Agency, Inc.                    Insurance Group,       subsidiary
                                           Inc.
Ammest Realty, Inc.       Pennsylvania    100% Academy           Special-purpose
                                           Insurance Group,       subsidiary
                                           Inc.
AMPAC, Inc.               Texas           100% Academy           Managing general agent
                                           Insurance Group,
                                           Inc.
AMPAC Insurance Agency,   Pennsylvania    100% Academy           Special-purpose
 Inc.                                      Insurance Group,       subsidiary
                                           Inc.
Data/Mark Services, Inc.  Delaware        100% Academy           Provider of mgmt.
                                           Insurance Group,       services
                                           Inc.
Force Financial Group,    Delaware        100% Academy           Special-purpose
 Inc.                                      Insurance Group,       subsidiary
                                           Inc.
Force Financial           Massachusetts   100% Force Fin.        Special-purpose
 Services, Inc.                            Group, Inc.            subsidiary
Military Associates,      Pennsylvania    100% Academy           Special-purpose
 Inc.                                      Insurance Group,       subsidiary
                                           Inc.
NCOA Motor Club, Inc.     Georgia         100% Academy           Automobile club
                                           Insurance Group,
                                           Inc.
NCOAA Management Company  Texas           100% Academy           Special-purpose
                                           Insurance Group,       subsidiary
                                           Inc.
Unicom Administrative     Pennsylvania    100% Academy           Provider of admin.
 Services, Inc.                            Insurance Group,       services
                                           Inc.
Unicom Administrative     Germany         100% Unicom            Provider of admin.
 Services, GmbH                            Administrative         services
                                           Services, Inc.
Providian Property and    Kentucky        100% Providian Auto    Insurance company
 Casualty                                  and Home Insurance
 Insurance Company                         Company
Providian Fire Insurance  Kentucky        100% Providian         Insurance company
 Co.                                       Property and
                                           Casualty Insurance
                                           Co.
Capital Liberty, L.P.     Delaware        78% Commonwealth Life  Holding Company
                                           Insurance Company
                                          19% Peoples Security
                                           Life Insurance
                                           Company
                                          3% Commonwealth
                                           General Corp.
Providian LLC             Turks &         100% Commonwealth      Special-purpose
                          Caicos           General Corp.          subsidiary
                          Islands
Providian Life and        Missouri        4% Commonwealth        Insurance company
 Health Insurance                          General Corp.
 Company
                                          15% Peoples Security
                                           Life Insurance
                                           Company
                                          20% Capital Liberty,
                                           L.P.
                                          61% Commonwealth Life
                                           Insurance Company
Veterans Life Insurance   Illinois        100% Providian Life    Insurance company
 Co.                                       and Health Insurance
                                           Company
Providian Services, Inc.  Pennsylvania    100% Veterans Life     Special-purpose
                                           Ins. Co.               subsidiary
First Providian Life and  New York        100% Veterans Life     Insurance Company
 Health                                    Ins. Co.
 Insurance Company
</TABLE>    
 
 All subsidiaries are included in the consolidated financial statements for
Providian Corporation.
 
                                      C-8
<PAGE>
 
ITEM 27. NUMBER OF CONTRACT OWNERS
   
 As of July 31, 1997 there were 36,612 owners of Contracts.     
 
ITEM 28. INDEMNIFICATION
 
 Item 28 is incorporated by reference from the Post-Effective Amendment No. 6
to the Registration Statement of the National Home Life Assurance Company Sep-
arate Account II, File No. 33-7037.
 
ITEM 29. PRINCIPAL UNDERWRITERS
 
 (a) None.
 
 (b) Not Applicable.
 
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
 
 The books, accounts and other documents required by Section 31(a) under the
Investment Company Act and the rules promulgated thereunder will be maintained
in the physical possession of The Continuum Company, Inc., Kansas City, Mis-
souri and The Vanguard Group, Inc., Valley Forge, Pennsylvania.
 
ITEM 31. MANAGEMENT SERVICES
 
 All management contracts are discussed in Part A or Part B.
 
ITEM 32. UNDERTAKINGS
 
 (a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted;
 
 (b) The Registrant hereby undertakes to include either (1) as part of any ap-
plication to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the pro-
spectus that the applicant can remove to send for a Statement of Additional
Information;
 
 (c) The Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.
 
 (d) The Registrant hereby represents that no Director has resigned due to a
disagreement with the Registrant or any matter relating to the Separate Ac-
count's operations, policies or practices.
 
 (e) Providian Life & Health Insurance Company represents that the fees and
charges deducted under the contracts in this registration statement, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred and the risks assumed by Providian Life & Health In-
surance Company.
 
                                      C-9
<PAGE>
 
                                   
                                SIGNATURES 

 AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, THE REGISTRANT, PROVIDIAN LIFE & HEALTH INSURANCE COMPANY SEPARATE
ACCOUNT IV, CERTIFIES THAT IT MEETS THE REQUIREMENTS OF SECURITIES ACT RULE
485 FOR EFFECTIVENESS HEREOF AND HAS DULY CAUSED THIS AMENDED REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF IN THE TOWN OF VALLEY FORGE AND
COMMONWEALTH OF PENNSYLVANIA ON THE 17TH DAY OF NOVEMBER, 1997. 
                                          
                                          Providian Life & Health Insurance
                                           Company Separate Account IV
                                           (Registrant) 
                                          
                                          By: Providian Life & Health
                                              Insurance Company 
                                                
                                                /s/ Bart Herbert, Jr.* 
                                          
                                          By: ____________________________ 
                                             
                                             BART HERBERT, JR., PRESIDENT 
                                          
                                          Providian Life & Health Insurance
                                           Company (Depositor) 
                                                
                                                /s/ Bart Herbert, Jr.* 
                                          
                                          By: ____________________________ 
                                             
                                             BART HERBERT, JR., PRESIDENT 
                                                 
                                                 /s/ R. Michael Slaven 
                                          
                                          *By: ___________________________ 
                                            
                                             R. MICHAEL SLAVEN 
                                            
                                             ATTORNEY-IN-FACT     
 
                                     C-10
<PAGE>
 
   
 AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS AMENDED REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.     
 
   

             SIGNATURE                       TITLE
                                                                   DATE
 
        /s/ Dennis E. Brady*          Director, Senior         November 17,
- ------------------------------------   Vice President,             1997
          DENNIS E. BRADY              Treasurer and
                                       Senior Financial
                                       Officer (Chief
                                       Accounting Officer)
 
       /s/ Julie S. Congdon*          Director, Senior         November 17,
- ------------------------------------   Vice President, and         1997
          JULIE S. CONGDON             General Counsel
 
        /s/ Susan E. Martin*          Director, Vice           November 17,
- ------------------------------------   President,                  1997
          SUSAN E. MARTIN              Secretary and
                                       Associate General
                                       Counsel
 
       /s/ Kevin P. McGlynn*          Director, and Senior     November 17,
- ------------------------------------   Vice President              1997
          KEVIN P. MCGLYNN
 
    /s/ John C. Prestwood, Jr.*       Director, Vice           November 17,
- ------------------------------------   President and               1997
       JOHN C. PRESTWOOD, JR.          Actuary
 
       /s/ Thomas B. Nesspor*         Director and Vice        November 17,
- ------------------------------------   President                   1997
         THOMAS B. NESSPOR
 
       /s/ Martin Renninger*          Director and Senior      November 17,
- ------------------------------------   Vice President              1997
          MARTIN RENNINGER
 
        /s/ Ellen S. Rosen*           Director, Vice           November 17,
- ------------------------------------   President and               1997
           ELLEN S. ROSEN              Associate General
                                       Counsel
 
       /s/ Bart Herbert, Jr.*         Director and             November 17,
- ------------------------------------   President                   1997
         BART HERBERT, JR.
 
        /s/ Craig D. Vermie*          Director                 November 17,
- ------------------------------------                               1997
          CRAIG D. VERMIE
 
       /s/ R. Michael Slaven
*By: _______________________________
         R. MICHAEL SLAVEN
          ATTORNEY-IN-FACT
    
 
                                      C-11


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